10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

or

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

For the transition period from                  to

Commission File Number: 001-35481

RETAIL PROPERTIES OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Maryland	42-1579325
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2021 Spring Road, Suite 200, Oak Brook, Illinois 60523

(Address of principal executive offices) (Zip Code)

(630) 634-4200

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	RPAI	New York Stock Exchange

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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o

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

Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Number of shares outstanding of the registrant’s class of common stock as of July 30, 2021:

Class A common stock:    214,797,869 shares

RETAIL PROPERTIES OF AMERICA, INC.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4.	Controls and Procedures	48
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	55
SIGNATURES		56

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RETAIL PROPERTIES OF AMERICA, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except par value amounts)

	June 30, 2021		December 31, 2020
Assets
Investment properties:
Land	$	1,073,449	$	1,075,037
Building and other improvements	3,610,901		3,590,495
Developments in progress	182,979		188,556
	4,867,329		4,854,088
Less: accumulated depreciation	(1,572,604)		(1,514,440)
Net investment properties (includes $93,186 and $74,314 from consolidated variable interest entities, respectively)	3,294,725		3,339,648
Cash and cash equivalents	67,245		41,785
Accounts receivable, net	69,494		73,983
Acquired lease intangible assets, net	60,666		66,799
Right-of-use lease assets	41,855		42,768
Assets associated with investment properties held for sale	13,800		—
Other assets, net (includes $647 and $354 from consolidated variable interest entities, respectively)	67,973		72,220
Total assets	$	3,615,758	$	3,637,203
Liabilities and Equity
Liabilities:
Mortgages payable, net	$	90,374	$	91,514
Unsecured notes payable, net	1,187,044		1,186,000
Unsecured term loans, net	467,895		467,559
Unsecured revolving line of credit	—		—
Accounts payable and accrued expenses	64,912		78,692
Distributions payable	16,110		12,855
Acquired lease intangible liabilities, net	58,687		61,698
Lease liabilities	84,095		84,628
Liabilities associated with investment properties held for sale	526		—
Other liabilities (includes $3,103 and $3,890 from consolidated variable interest entities, respectively)	62,854		72,127
Total liabilities	2,032,497		2,055,073
Commitments and contingencies (Note 13)
Equity:
Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding	—		—
Class A common stock, $0.001 par value, 475,000 shares authorized, 214,798 and 214,168 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	215		214
Additional paid-in capital	4,522,790		4,519,522
Accumulated distributions in excess of earnings	(2,921,415)		(2,910,383)
Accumulated other comprehensive loss	(22,827)		(31,730)
Total shareholders’ equity	1,578,763		1,577,623
Noncontrolling interests	4,498		4,507
Total equity	1,583,261		1,582,130
Total liabilities and equity	$	3,615,758	$	3,637,203

See accompanying notes to condensed consolidated financial statements

1

RETAIL PROPERTIES OF AMERICA, INC.

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Lease income	$	121,239	$	96,803	$	240,619	$	215,498
Expenses:
Operating expenses	17,180		14,843		35,245		31,257
Real estate taxes	17,799		17,916		36,733		36,449
Depreciation and amortization	41,815		43,755		89,682		83,928
Provision for impairment of investment properties	—		—		—		346
General and administrative expenses	10,374		8,491		21,492		17,656
Total expenses	87,168		85,005		183,152		169,636
Other (expense) income:
Interest expense	(18,776)		(19,360)		(37,528)		(36,406)
Gain on litigation settlement	—		—		—		6,100
Other income (expense), net	92		215		161		(546)
Net income (loss)	15,387		(7,347)		20,100		15,010
Net loss attributable to noncontrolling interests	9		—		9		—
Net income (loss) attributable to common shareholders	$	15,396	$	(7,347)	$	20,109	$	15,010
Earnings (loss) per common share – basic and diluted:
Net income (loss) per common share attributable to common shareholders	$	0.07	$	(0.04)	$	0.09	$	0.07
Net income (loss)	$	15,387	$	(7,347)	$	20,100	$	15,010
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments (Note 8)	784		694		8,903		(26,888)
Comprehensive income (loss)	16,171		(6,653)		29,003		(11,878)
Comprehensive loss attributable to noncontrolling interests	9		—		9		—
Comprehensive income (loss) attributable to the Company	$	16,180	$	(6,653)	$	29,012	$	(11,878)
Weighted average number of common shares outstanding – basic	213,813		213,337		213,732		213,276
Weighted average number of common shares outstanding – diluted	214,069		213,337		214,209		213,276

See accompanying notes to condensed consolidated financial statements

2

RETAIL PROPERTIES OF AMERICA, INC.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands, except per share amounts)

	Class A Common Stock			Additional Paid-in Capital		Accumulated Distributions in Excess of Earnings		Accumulated Other Comprehensive (Loss) Income		Total Shareholders’ Equity		Noncontrolling Interests		Total Equity
Three Months Ended	Shares	Amount
Balance as of April 1, 2020	214,122	$	214	$	4,512,939	$	(2,879,040)	$	(39,870)	$	1,594,243	$	3,058	$	1,597,301
Net loss	—	—		—		(7,347)		—		(7,347)		—		(7,347)
Other comprehensive income	—	—		—		—		694		694		—		694
Contributions from noncontrolling interests	—	—		—		—		—		—		1,216		1,216
Termination of consolidated joint ventures	—	—		556		—		—		556		(556)		—
Issuance of restricted shares	131	—		—		—		—		—		—		—
Stock-based compensation expense	—	—		2,221		—		—		2,221		—		2,221
Balance as of June 30, 2020	214,253	$	214	$	4,515,716	$	(2,886,387)	$	(39,176)	$	1,590,367	$	3,718	$	1,594,085
Three Months Ended
Balance as of April 1, 2021	214,733	$	215	$	4,521,067	$	(2,920,701)	$	(23,611)	$	1,576,970	$	4,507	$	1,581,477
Net income (loss)	—	—		—		15,396		—		15,396		(9)		15,387
Other comprehensive income	—	—		—		—		784		784		—		784
Distributions declared to common shareholders ($0.075 per share)	—	—		—		(16,110)		—		(16,110)		—		(16,110)
Issuance of common stock, net of offering costs	—	—		(247)		—		—		(247)		—		(247)
Issuance of restricted shares	65	—		—		—		—		—		—		—
Stock-based compensation expense	—	—		1,970		—		—		1,970		—		1,970
Balance as of June 30, 2021	214,798	$	215	$	4,522,790	$	(2,921,415)	$	(22,827)	$	1,578,763	$	4,498	$	1,583,261
Six Months Ended
Balance as of January 1, 2020	213,600	$	214	$	4,510,484	$	(2,865,933)	$	(12,288)	$	1,632,477	$	3,596	$	1,636,073
Net income	—	—		—		15,010		—		15,010		—		15,010
Other comprehensive loss	—	—		—		—		(26,888)		(26,888)		—		(26,888)
Contributions from noncontrolling interests	—	—		—		—		—		—		2,339		2,339
Termination of consolidated joint ventures	—	—		2,217		—		—		2,217		(2,217)		—
Distributions declared to common shareholders ($0.165625 per share)	—	—		—		(35,464)		—		(35,464)		—		(35,464)
Issuance of common stock	148	—		—		—		—		—		—		—
Issuance of restricted shares	624	—		—		—		—		—		—		—
Stock-based compensation expense	—	—		4,454		—		—		4,454		—		4,454
Shares withheld for employee taxes	(119)	—		(1,439)		—		—		(1,439)		—		(1,439)
Balance as of June 30, 2020	214,253	$	214	$	4,515,716	$	(2,886,387)	$	(39,176)	$	1,590,367	$	3,718	$	1,594,085
Six Months Ended
Balance as of January 1, 2021	214,168	$	214	$	4,519,522	$	(2,910,383)	$	(31,730)	$	1,577,623	$	4,507	$	1,582,130
Net income (loss)	—	—		—		20,109		—		20,109		(9)		20,100
Other comprehensive income	—	—		—		—		8,903		8,903		—		8,903
Distributions declared to common shareholders ($0.145 per share)	—	—		—		(31,141)		—		(31,141)		—		(31,141)
Issuance of common stock, net of offering costs	151	—		(249)		—		—		(249)		—		(249)
Issuance of restricted shares	608	1		—		—		—		1		—		1
Stock-based compensation expense	—	—		4,776		—		—		4,776		—		4,776
Shares withheld for employee taxes	(129)	—		(1,259)		—		—		(1,259)		—		(1,259)
Balance as of June 30, 2021	214,798	$	215	$	4,522,790	$	(2,921,415)	$	(22,827)	$	1,578,763	$	4,498	$	1,583,261

See accompanying notes to condensed consolidated financial statements

3

RETAIL PROPERTIES OF AMERICA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income	$	20,100	$	15,010
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	89,682		83,928
Provision for impairment of investment properties	—		346
Amortization of loan fees and debt discount, net	2,409		1,912
Amortization of stock-based compensation	4,776		4,454
Payment of leasing fees and inducements	(4,067)		(4,356)
Changes in accounts receivable, net	4,334		(17,670)
Changes in right-of-use lease assets	913		928
Changes in accounts payable and accrued expenses, net	(15,413)		(21,899)
Changes in lease liabilities	(533)		33
Changes in other operating assets and liabilities, net	6,616		2,696
Other, net	(2,471)		(957)
Net cash provided by operating activities	106,346		64,425
Cash flows from investing activities:
Purchase of investment properties	—		(54,970)
Capital expenditures and tenant improvements	(20,070)		(30,778)
Proceeds from sales of investment properties	—		11,369
Investment in developments in progress	(29,943)		(32,499)
Net cash used in investing activities	(50,013)		(106,878)
Cash flows from financing activities:
Principal payments on mortgages payable	(1,194)		(1,242)
Proceeds from unsecured revolving line of credit	7,000		937,704
Repayments of unsecured revolving line of credit	(7,000)		(820,704)
Payment of loan fees and deposits	(3)		(151)
Distributions paid	(27,886)		(70,851)
Other, net	(1,458)		900
Net cash (used in) provided by financing activities	(30,541)		45,656
Net increase in cash, cash equivalents and restricted cash	25,792		3,203
Cash, cash equivalents and restricted cash, at beginning of period	45,329		14,447
Cash, cash equivalents and restricted cash, at end of period	$	71,121	$	17,650
(continued)

4

RETAIL PROPERTIES OF AMERICA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2021		2020
Supplemental cash flow disclosure, including non-cash activities:
Cash paid for interest, net of interest capitalized	$	36,237	$	34,234
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,972	$	2,505
Distributions payable	$	16,110	$	—
Accrued capital expenditures and tenant improvements	$	4,577	$	8,938
Accrued leasing fees and inducements	$	2,523	$	1,127
Accrued redevelopment costs	$	1,937	$	2,531
Amounts reclassified to developments in progress	$	—	$	305
Developments in progress placed in service	$	36,053	$	—
Change in noncontrolling interest due to termination of joint ventures	$	—	$	2,217
Lease liabilities arising from obtaining right-of-use lease assets	$	—	$	383
Purchase of investment properties (after credits at closing):
Net investment properties	$	—	$	(58,760)
Right-of-use lease assets	—		5,999
Accounts receivable, acquired lease intangibles and other assets	—		(1,801)
Lease liabilities	—		(5,942)
Accounts payable, acquired lease intangibles and other liabilities	—		5,534
Purchase of investment properties (after credits at closing)	$	—	$	(54,970)
Proceeds from sales of investment properties:
Net investment properties	$	—	$	11,307
Accounts receivable, acquired lease intangibles and other assets	—		167
Accounts payable, acquired lease intangibles and other liabilities	—		(105)
Proceeds from sales of investment properties	$	—	$	11,369
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, at beginning of period	$	41,785	$	9,989
Restricted cash, at beginning of period (included within “Other assets, net”)	3,544		4,458
Total cash, cash equivalents and restricted cash, at beginning of period	$	45,329	$	14,447
Cash and cash equivalents, at end of period	$	67,245	$	12,563
Restricted cash, at end of period (included within “Other assets, net”)	3,876		5,087
Total cash, cash equivalents and restricted cash, at end of period	$	71,121	$	17,650

See accompanying notes to condensed consolidated financial statements

5

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report should refer to the audited financial statements of Retail Properties of America, Inc. for the year ended December 31, 2020, which are included in its 2020 Annual Report on Form 10-K, as certain footnote disclosures which would substantially duplicate those contained in the Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary, all of which were of normal recurring nature, for a fair presentation have been included in this Quarterly Report.

(1) ORGANIZATION AND BASIS OF PRESENTATION

Retail Properties of America, Inc. (the Company) was formed on March 5, 2003 and its primary purpose is to own and operate high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of June 30, 2021, the Company owned 100 retail operating properties in the United States.

On July 18, 2021, the Company entered into a definitive Agreement and Plan of Merger (Merger Agreement) with Kite Realty Group Trust (Kite) and KRG Oak, LLC, a wholly owned subsidiary of Kite (Merger Sub). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (Merger). At the effective time of the Merger (Effective Time), each share of Class A common stock of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional common shares of Kite. During the period from the date of the Merger Agreement until the completion of the Merger, the Company is subject to certain restrictions on its ability to engage with third parties regarding alternative acquisition proposals and on the conduct of the Company’s business.

The board of directors of the Company and the board of trustees of Kite each have unanimously approved the transaction. The closing of the Merger is expected to occur in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including the approval of both Kite’s and the Company’s shareholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to (i) the reserve for uncollectible lease income, (ii) provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), and (iii) initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates.

In accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 205, Presentation of Financial Statements, certain prior year balances in the accompanying condensed consolidated statements of cash flows have been reclassified in order to conform to the current period presentation. Specifically, for the six months ended June 30, 2020, the reserve for bad debt of $13,977 has been presented as a component of “Changes in accounts receivable, net” rather than the previous presentation where it was included as a single line item, “Reserve for bad debt” within “Cash flows from operating activities.” There has been no change to “Net cash provided by operating activities” for the six months ended June 30, 2020 as a result of this reclassification.

6

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

All dollar amounts and share amounts in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes thereto, are stated in thousands with the exception of per share, per square foot and per unit amounts.

The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts.

The Company’s property ownership as of June 30, 2021 is summarized below:

	Property Count
Retail operating properties (a)	100
Expansion and redevelopment projects:
Circle East	1
One Loudoun Downtown – Pads G & H (b)	—
Carillon	1
The Shoppes at Quarterfield	1
Total number of properties	103

(a)Excludes two retail operating properties classified as held for sale as of June 30, 2021.

(b)The operating portion of this property is included within the property count for retail operating properties.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Refer to the Company’s 2020 Annual Report on Form 10-K for a summary of its significant accounting policies. There have been no changes to the Company’s significant accounting policies in the six months ended June 30, 2021.

(3) ACQUISITIONS AND DEVELOPMENTS IN PROGRESS

Acquisitions

The Company did not acquire any properties during the six months ended June 30, 2021.

The Company closed on the following acquisition during the six months ended June 30, 2020:

Date	Property Name	Metropolitan Statistical Area (MSA)	Property Type	Square Footage	Acquisition Price
February 6, 2020	Fullerton Metrocenter	Los Angeles	Fee interest (a)	154,700	$	55,000
				154,700	$	55,000	(b)

(a)The Company acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor.

(b)Acquisition price does not include capitalized closing costs and adjustments totaling $240.

The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisition discussed above:

	Six Months Ended
	June 30, 2020
Land	$	57,137
Building and other improvements, net	1,623
Acquired lease intangible assets (a)	2,014
Acquired lease intangible liabilities (b)	(5,534)
Net assets acquired	$	55,240

(a)The weighted average amortization period for acquired lease intangible assets is 17 years for the acquisition completed during the six months ended June 30, 2020.

7

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(b)The weighted average amortization period for acquired lease intangible liabilities is 17 years for the acquisition completed during the six months ended June 30, 2020.

The acquisition was funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit. The acquisition completed during 2020 was considered an asset acquisition and, as such, transaction costs were capitalized upon closing.

In addition, the Company capitalized $771 and $1,487 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three and six months ended June 30, 2021, respectively, and $641 and $1,267 during the three and six months ended June 30, 2020, respectively. The Company also capitalized internal leasing incentives of $106 and $163 during the three and six months ended June 30, 2021, respectively, and $42 and $102 during the three and six months ended June 30, 2020, respectively, all of which were incremental to signed leases.

Subsequent to June 30, 2021, the Company acquired Arcadia Village, a 37,000 square foot multi-tenant retail operating property located in the Phoenix MSA, for a gross purchase price of $21,000.

Developments in Progress

The carrying amount of the Company’s developments in progress are as follows:

Property Name	MSA	June 30, 2021		December 31, 2020
Expansion and redevelopment projects
Circle East (a)	Baltimore	$	34,336	$	38,180
One Loudoun Downtown (b)	Washington, D.C.	86,030		89,103
Carillon	Washington, D.C.	33,660		33,463
The Shoppes at Quarterfield	Baltimore	1,349		865
Pad development projects
Southlake Town Square	Dallas	2,154		1,495
		157,529		163,106
Land held for future development
One Loudoun Uptown	Washington, D.C.	25,450		25,450
Total developments in progress		$	182,979	$	188,556

(a)During the six months ended June 30, 2021, 10,500 square feet of the project’s gross leasable area were placed in service and reclassified into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.

(b)During the three months ended June 30, 2021, the 99 multi-family rental units at One Loudoun Downtown – Pad G were placed in service and reclassified into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.

In response to macroeconomic conditions related to the novel coronavirus (COVID-19) pandemic, the Company halted plans for vertical construction at its Carillon redevelopment during 2020 and materially reduced the planned scope and spend for the project. During the three months ended June 30, 2021, the Company announced plans to commence construction on a medical office building at Carillon in the second half of 2021.

The Company capitalized $2,020 and $3,831 of indirect project costs related to redevelopment projects during the three and six months ended June 30, 2021, including, among other costs, $359 and $768 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $1,254 and $2,546 of interest, respectively. The Company capitalized $1,347 and $2,663 of indirect project costs related to redevelopment projects during the three and six months ended June 30, 2020, including, among other costs, $329 and $701 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $736 and $1,521 of interest, respectively.

Variable Interest Entities

As of June 30, 2021, the Company had one joint venture related to the development, ownership and operation of the multi-family rental portion of the expansion project at One Loudoun Downtown – Pads G & H, of which joint venture the Company owns 90%.

8

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated the joint venture and presented the joint venture partner’s interest as noncontrolling interests.

As of June 30, 2021 and December 31, 2020, the Company recorded the following related to the One Loudoun Downtown – Pads G & H consolidated joint venture:

	One Loudoun Downtown – Pads G & H
	June 30, 2021		December 31, 2020
Net investment properties	$	93,186	$	74,314
Other assets, net	$	647	$	354
Other liabilities	$	3,103	$	3,890
Noncontrolling interests	$	4,498	$	4,507

As of June 30, 2021, the Company has funded $4,580 of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture. The loan, secured by the joint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the project and is eliminated upon consolidation. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project, the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. During the six months ended June 30, 2021, a $9 loss was attributed to the noncontrolling interests. There was no income attributed to the noncontrolling interests during the six months ended June 30, 2020.

(4) DISPOSITIONS

The Company did not sell any properties during the six months ended June 30, 2021.

The Company closed on the following disposition during the six months ended June 30, 2020:

Date	Property Name	Property Type	Square Footage	Consideration		Aggregate Proceeds, Net (a)		Gain
February 13, 2020	King Philip’s Crossing	Multi-tenant retail	105,900	$	13,900	$	11,343	$	—
			105,900	$	13,900	$	11,343	$	—

(a)Aggregate proceeds are net of transaction costs and exclude $26 of condemnation proceeds, which did not result in recognition of a gain.

The disposition completed during the six months ended June 30, 2020 did not qualify for discontinued operations treatment and is not considered individually significant.

As of June 30, 2021, the Company had entered into contracts to sell (i) Streets of Yorktown, an 85,200 square foot multi-tenant retail operating property located in Houston, Texas, and (ii) HQ Shopping Center, a 116,400 square foot multi-tenant retail operating property located in San Antonio, Texas. These properties qualified for held for sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended June 30, 2021, at which time depreciation and amortization were ceased. In addition, the assets and liabilities associated with these properties are separately classified as held for sale in the accompanying condensed consolidated balance sheet as of June 30, 2021. No properties qualified for held for sale accounting treatment as of December 31, 2020.

9

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the assets and liabilities associated with the investment properties classified as held for sale:

	June 30, 2021
Assets
Land, building and other improvements	$	22,173
Less: accumulated depreciation	(8,778)
Net investment properties	13,395
Other assets	405
Assets associated with investment properties held for sale	$	13,800
Liabilities
Other liabilities	$	526
Liabilities associated with investment properties held for sale	$	526

(5) EQUITY COMPENSATION PLANS

The Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, restricted stock and restricted stock units, stock appreciation rights and other similar awards to the Company’s employees, non-employee directors, consultants and advisors in connection with compensation and incentive arrangements that may be established by the Company’s board of directors or executive management.

The following table summarizes the Company’s unvested restricted shares as of and for the six months ended June 30, 2021:

	Unvested Restricted Shares	Weighted Average Grant Date Fair Value per Restricted Share
Balance as of January 1, 2021	685	$	10.81
Shares granted (a)	608	$	11.31
Shares vested	(389)	$	10.27
Balance as of June 30, 2021 (b)	904	$	11.38

(a)Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements.

(b)As of June 30, 2021, total unrecognized compensation expense related to unvested restricted shares was $3,661, which is expected to be amortized over a weighted average term of 1.3 years.

The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the six months ended June 30, 2021:

	Unvested RSUs	Weighted Average Grant Date Fair Value per RSU
RSUs eligible for future conversion as of January 1, 2021	974	$	12.81
RSUs granted (a)	452	$	10.06
Conversion of RSUs to common stock and restricted shares (b)	(260)	$	14.39
RSUs eligible for future conversion as of June 30, 2021 (c)	1,166	$	11.39

(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 0.16%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s projected common stock dividend yield of 4.08%. Subject to continued employment, in 2024, following the performance period which concludes on December 31, 2023, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.

(b)On February 8, 2021, 260 RSUs converted into 102 shares of common stock and 197 restricted shares that will vest on December 31, 2021, subject to continued employment through such date, after applying a conversion rate of 115% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2020. An additional 49 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period.

10

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(c)As of June 30, 2021, total unrecognized compensation expense related to unvested RSUs was $7,110, which is expected to be amortized over a weighted average term of 2.1 years.

During the three months ended June 30, 2021 and 2020, the Company recorded compensation expense of $1,970 and $2,221, respectively, related to the amortization of unvested restricted shares and RSUs. During the six months ended June 30, 2021 and 2020, the Company recorded compensation expense of $4,776 and $4,454, respectively, related to the amortization of unvested restricted shares and RSUs. The total fair value of restricted shares that vested during the six months ended June 30, 2021 was $4,078. In addition, the total fair value of RSUs that converted into common stock during the six months ended June 30, 2021 was $1,002.

Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s Third Amended and Restated Independent Director Stock Option and Incentive Plan. As of June 30, 2021 and 2020, options to purchase 10 and 16 shares of common stock, respectively, remained outstanding and exercisable. The Company did not grant any options in 2021 or 2020 and no compensation expense related to stock options was recorded during the six months ended June 30, 2021 and 2020.

(6) LEASES

Leases as Lessor

Lease income related to the Company’s operating leases is comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Lease income related to fixed and variable lease payments
Base rent (a) (b)	$	87,944	$	90,670	$	174,018	$	181,103
Percentage and specialty rent (c)	633		450		1,157		1,325
Tenant recoveries (b) (c)	24,413		23,823		50,441		49,565
Lease termination fee income (c)	759		252		1,438		376
Other lease-related income (c)	1,468		1,044		2,777		2,549
Straight-line rental income, net (d)	787		(1,284)		1,207		(943)
Other
Uncollectible lease income, net (e)	4,773		(19,495)		8,317		(20,377)
Amortization of above and below market lease intangibles and lease inducements	462		1,343		1,264		1,900
Lease income	$	121,239	$	96,803	$	240,619	$	215,498

(a)Base rent primarily consists of fixed lease payments; however, it also includes the net impact of variable lease payments related to lease concessions granted as relief due to COVID-19 in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. The impact of these lease concessions includes an increase of $905 and $0 for the three months ended June 30, 2021 and 2020, respectively, and $2,146 and $0 for the six months ended June 30, 2021 and 2020, respectively, in base rent related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment; as a result, lease income was reduced for the deferral in previous periods, however recognized as variable lease income upon receipt of payment, partially offset by a decrease of $700 and $28 for the three months ended June 30, 2021 and 2020, respectively, and more than offset by $3,309 and $28 for the six months ended June 30, 2021 and 2020, respectively, in base rent related to executed lease concession agreements that did not meet deferral accounting treatment and for which payment has not been received. Of the aggregate $700 and $3,309 decrease from lease concession agreements, $310 and $1,585 were associated with billed base rent from prior periods for the three and six months ended June 30, 2021, respectively.

(b)Base rent and tenant recoveries are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.”

(c)Represents lease income related to variable lease payments.

(d)Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in the reserve for straight-line receivables related to tenants accounted for on the cash basis of $484 and $(1,636) for the three months ended June 30, 2021 and 2020, respectively, and $(2,127) and $(2,671) for the six months ended June 30, 2021 and 2020, respectively.

(e)Uncollectible lease income, net includes (i) the change in reserve related to receivables associated with tenants accounted for on the cash basis of accounting, (ii) the impact of executed lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these anticipated concessions was included within the reserve for uncollectible lease

11

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

income until executed, (iii) the net change in the general reserve for those receivables that are not considered probable of collection, and (iv) the estimated impact for lease concessions that have been agreed in principle with the tenant that are not expected to meet deferral accounting treatment, however, such agreements were not executed as of period end.

In response to COVID-19 and its related impact on many of the Company’s tenants, the Company reached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to and, in the majority of these circumstances, executed during the year ended December 31, 2020. As of June 30, 2021, the Company has agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $54 of previously uncollected base rent charges and to address an additional $694 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease term.

As of June 30, 2021, $3,771 of executed lease concessions to defer rental payment without an extension of the lease term, net of related reserves, remain outstanding within “Accounts receivable, net” in the accompanying condensed consolidated balance sheets. Further, as of June 30, 2021, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, will be received over a period of approximately six months.

(7) DEBT

The Company has the following types of indebtedness: (i) mortgages payable, (ii) unsecured notes payable, (iii) unsecured term loans and (iv) an unsecured revolving line of credit.

Mortgages Payable

The following table summarizes the Company’s mortgages payable:

	June 30, 2021					December 31, 2020
	Balance		Weighted Average Interest Rate		Weighted Average Years to Maturity	Balance		Weighted Average Interest Rate		Weighted Average Years to Maturity
Fixed rate mortgages payable (a)	$	90,962	4.37	%	3.5	$	92,156	4.36	%	4.1
Discount, net of accumulated amortization	(428)					(450)
Capitalized loan fees, net of accumulated amortization	(160)					(192)
Mortgages payable, net	$	90,374				$	91,514

(a)The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% as of June 30, 2021 and December 31, 2020.

During the six months ended June 30, 2021, the Company made scheduled principal payments of $1,194 related to amortizing loans.

12

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Unsecured Notes Payable

The following table summarizes the Company’s unsecured notes payable:

		June 30, 2021				December 31, 2020
Unsecured Notes Payable	Maturity Date	Balance		Interest Rate/ Weighted Average Interest Rate		Balance		Interest Rate/ Weighted Average Interest Rate
Senior notes – 4.58% due 2024	June 30, 2024	$	150,000	4.58	%	$	150,000	4.58	%
Senior notes – 4.00% due 2025	March 15, 2025	350,000		4.00	%	350,000		4.00	%
Senior notes – 4.08% due 2026	September 30, 2026	100,000		4.08	%	100,000		4.08	%
Senior notes – 4.24% due 2028	December 28, 2028	100,000		4.24	%	100,000		4.24	%
Senior notes – 4.82% due 2029	June 28, 2029	100,000		4.82	%	100,000		4.82	%
Senior notes – 4.75% due 2030	September 15, 2030	400,000		4.75	%	400,000		4.75	%
		1,200,000		4.42	%	1,200,000		4.42	%
Discount, net of accumulated amortization		(6,044)				(6,473)
Capitalized loan fees, net of accumulated amortization		(6,912)				(7,527)
	Total	$	1,187,044			$	1,186,000

Unsecured Term Loans and Revolving Line of Credit

The following table summarizes the Company’s term loans and revolving line of credit:

		June 30, 2021				December 31, 2020
	Maturity Date	Balance		Interest Rate		Balance		Interest Rate
Unsecured term loan due 2023 – fixed rate (a)	November 22, 2023	$	200,000	4.10	%	$	200,000	4.10	%
Unsecured term loan due 2024 – fixed rate (b)	July 17, 2024	120,000		2.88	%	120,000		2.88	%
Unsecured term loan due 2026 – fixed rate (c) (d)	July 17, 2026	150,000		3.37	%	150,000		3.37	%
Subtotal		470,000				470,000
Capitalized loan fees, net of accumulated amortization		(2,105)				(2,441)
Term loans, net		$	467,895			$	467,559
Unsecured credit facility revolving line of credit – variable rate (e)	April 22, 2022 (f)	$	—	1.20	%	$	—	1.25	%

(a)$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of June 30, 2021 and December 31, 2020.

(b)$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of June 30, 2021 and December 31, 2020.

(c)$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of June 30, 2021 and December 31, 2020.

(d)Subsequent to June 30, 2021, the Company amended the pricing terms of the unsecured term loan due 2026, which will bear interest at a rate of LIBOR plus a credit spread based on a leverage grid ranging from 1.20% to 1.70%. In accordance with the amended unsecured term loan agreement, the Company may elect to convert to an investment grade pricing grid.

(e)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.

(f)Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026 with the option to extend for two additional six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.

13

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Unsecured Credit Facility

On April 23, 2018, the Company entered into its fifth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility). The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of June 30, 2021, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid.

The following table summarizes the key terms of the unsecured revolving line of credit as of June 30, 2021:

				Leverage-Based Pricing		Investment Grade Pricing
Unsecured Credit Facility	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	4/22/2022	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.825%–1.55%	0.125%–0.30%

The Unsecured Credit Facility has a $500,000 accordion option that allows the Company, at its election, to increase the total Unsecured Credit Facility up to $1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments.

Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit that will be priced on a leverage grid at a rate of LIBOR plus a credit spread.

The following table summarizes the key terms of the sixth amended and restated unsecured credit agreement:

				Leverage-Based Pricing		Investment Grade Pricing
Sixth Amended and Restated Unsecured Credit Agreement	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	1/8/2026	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.725%–1.40%	0.125%–0.30%

The sixth amended and restated unsecured credit agreement has a $750,000 accordion that allows the Company, at its election, to increase the total unsecured revolving line of credit up to $1,600,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments. The sixth amended and restated unsecured credit agreement also includes a sustainability metric based on targeted greenhouse gas emission reductions, which permits the Company to reduce the applicable grid-based spread by one basis point annually upon attainment.

Unsecured Term Loans

As of June 30, 2021, the Company has the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR plus a credit spread based on a leverage grid. In accordance with the respective term loan agreements, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of June 30, 2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in higher interest rates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, the Company has not made the election to convert to an investment grade pricing grid.

14

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes the key terms of the unsecured term loans as of June 30, 2021:

Unsecured Term Loans	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$200,000 unsecured term loan due 2023	11/22/2023	1.20	%	–	1.85%	0.85	%	–	1.65%
$120,000 unsecured term loan due 2024	7/17/2024	1.20	%	–	1.70%	0.80	%	–	1.65%
$150,000 unsecured term loan due 2026	7/17/2026	1.50	%	–	2.20%	1.35	%	–	2.25%

The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.

The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow the Company, at its election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.

Subsequent to June 30, 2021, the Company amended the pricing terms of the Term Loan Due 2026 as follows:

Term Loan Due 2026	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$150,000 unsecured term loan due 2026	7/17/2026	1.20	%	–	1.70%	0.75	%	–	1.60%

The amendment to the Term Loan Due 2026 also includes a sustainability metric based on targeted greenhouse gas emission reductions, which permits the Company to reduce the applicable grid-based spread on the Term Loan Due 2026 by one basis point annually upon attainment.

Debt Maturities

The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of June 30, 2021 for the remainder of 2021, each of the next four years and thereafter, and the weighted average interest rates by year.

	2021			2022			2023			2024			2025			Thereafter			Total
Debt:
Fixed rate debt:
Mortgages payable (a)	$	1,215		$	26,641		$	31,758		$	1,737		$	1,809		$	27,802		$	90,962
Fixed rate term loans (b)	—			—			200,000			120,000			—			150,000			470,000
Unsecured notes payable (c)	—			—			—			150,000			350,000			700,000			1,200,000
Total fixed rate debt	1,215			26,641			231,758			271,737			351,809			877,802			1,760,962
Variable rate debt:
Variable rate revolving line of credit (d)	—			—			—			—			—			—			—
Total debt (e)	$	1,215		$	26,641		$	231,758		$	271,737		$	351,809		$	877,802		$	1,760,962
Weighted average interest rate on debt:
Fixed rate debt	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%
Variable rate debt (f)	—			1.20		%	—			—			—			—			1.20		%
Total	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%

(a)Excludes mortgage discount of $(428) and capitalized loan fees of $(160), net of accumulated amortization, as of June 30, 2021.

(b)Excludes capitalized loan fees of $(2,105), net of accumulated amortization, as of June 30, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of June 30, 2021, the applicable credit spread for (i) 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.

15

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(c)Excludes discount of $(6,044) and capitalized loan fees of $(6,912), net of accumulated amortization, as of June 30, 2021.

(d)Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026.

(e)The weighted average years to maturity of consolidated indebtedness was 5.4 years as of June 30, 2021.

(f)Represents interest rate as of June 30, 2021, however, the revolving line of credit was not drawn as of June 30, 2021.

The Company’s unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the 4.00% senior unsecured notes due 2025 (Notes Due 2025), (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the 4.75% senior unsecured notes due 2030 (Notes Due 2030), contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in their calculations are based on the most recent four fiscal quarters of activity. As of June 30, 2021, the Company believes it was in compliance with the financial covenants and default provisions under the unsecured debt agreements.

The Company plans on addressing its debt maturities, subject to the restrictions set forth in the Merger Agreement, through a combination of (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) its unsecured revolving line of credit.

(8) DERIVATIVES

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

As of June 30, 2021, the Company has eight interest rate swaps to hedge the variable cash flows associated with variable rate debt. Changes in fair value of the derivatives that are designated and that qualify as cash flow hedges are recorded within “Accumulated other comprehensive loss” and are reclassified into interest expense as interest payments are made on the Company’s variable rate debt. Over the next 12 months, the Company estimates that an additional $9,789 will be reclassified as an increase to interest expense.

The following table summarizes the Company’s interest rate swaps as of June 30, 2021, which effectively convert one-month floating rate LIBOR to a fixed rate:

Number of Instruments	Effective Date	Aggregate Notional		Fixed Interest Rate		Maturity Date
Two	November 23, 2018	$	200,000	2.85	%	November 22, 2023
Three	August 15, 2019	$	120,000	1.68	%	July 17, 2024
Three	August 15, 2019	$	150,000	1.77	%	July 17, 2026

The Company previously had three interest rate swaps with notional amounts totaling $250,000 and a maturity date of January 5, 2021 that were terminated during 2020 in conjunction with the repayment of the Company’s $250,000 unsecured term loan due 2021. At termination, these interest rate swaps were in a liability position and had a fair value of $1,699. The associated other comprehensive income was amortized into expense through the original maturity date. As a result, the Company recognized $64 of interest expense, which is included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss), in connection with the termination of these swaps during the six months ended June 30, 2021.

16

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk:

	Number of Instruments		Notional
Interest Rate Derivatives	June 30, 2021	December 31, 2020	June 30, 2021		December 31, 2020
Interest rate swaps	8	8	$	470,000	$	470,000

The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques used are described in Note 12 to the condensed consolidated financial statements.

	Fair Value
	June 30, 2021		December 31, 2020
Derivatives designated as cash flow hedges:
Interest rate swaps	$	22,827	$	31,666

The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020:

Derivatives in Cash Flow Hedging Relationships	Amount of Loss (Gain) Recognized in Other Comprehensive Income on Derivative				Location of Loss Reclassified from Accumulated Other Comprehensive Income (AOCI) into Income	Amount of Loss Reclassified from AOCI into Income				Total Interest Expense Presented in the Statements of Operations in which the Effects of Cash Flow Hedges are Recorded
	Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,
2021	$	1,717	$	(3,889)	Interest expense	$	2,501	$	5,014	$	18,776	$	37,528
2020	$	2,301	$	30,954	Interest expense	$	2,995	$	4,066	$	19,360	$	36,406

(9) EQUITY

The Company has an existing common stock repurchase program under which it may repurchase, from time to time, up to a maximum of $500,000 of shares of its Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of the Company’s assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice. The Company did not repurchase any shares during the six months ended June 30, 2021 and 2020. As of June 30, 2021, $189,105 remained available for repurchases of shares of the Company’s common stock under its common stock repurchase program. Subsequent to June 30, 2021, in connection with the Merger Agreement, the Company suspended its common stock repurchase program.

On April 1, 2021, the Company established an at-the-market (ATM) equity program under which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of the Company’s Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt. The Company did not sell any shares under its ATM equity program during the six months ended June 30, 2021. As of June 30, 2021, the Company had Class A common shares having an aggregate offering price of up to $250,000 remaining available for sale under its ATM equity program. Subsequent to June 30, 2021, in connection with the Merger Agreement, the Company suspended its ATM equity program.

17

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(10) EARNINGS PER SHARE

The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Numerator:
Net income (loss)	$	15,387		$	(7,347)		$	20,100		$	15,010
Net loss attributable to noncontrolling interests	9			—			9			—
Net income (loss) attributable to common shareholders	15,396			(7,347)			20,109			15,010
Earnings allocated to unvested restricted shares	(69)			(135)			(119)			(244)
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	15,327		$	(7,482)		$	19,990		$	14,766
Denominator:
Denominator for earnings (loss) per common share – basic:
Weighted average number of common shares outstanding	213,813		(a)	213,337		(b)	213,732		(a)	213,276		(b)
Effect of dilutive securities:
Stock options	—		(c)	—		(c)	—		(c)	—		(c)
RSUs	256		(d)	—		(e)	477		(d)	—		(e)
Denominator for earnings (loss) per common share – diluted:
Weighted average number of common and common equivalent shares outstanding	214,069			213,337			214,209			213,276

(a)Excludes 904 shares of unvested restricted common stock as of June 30, 2021, which equate to 939 and 909 shares for the three and six months ended June 30, 2021, respectively, on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.

(b)Excludes 868 shares of unvested restricted common stock as of June 30, 2020, which equate to 825 and 751 shares for the three and six months ended June 30, 2020, respectively, on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.

(c)There were outstanding options to purchase 10 and 16 shares of common stock as of June 30, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively. Of these totals, outstanding options to purchase 10 and 16 shares of common stock as of June 30, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.

(d)As of June 30, 2021, there were 1,166 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 1,166 and 1,162 RSUs for the three and six months ended June 30, 2021, respectively, on a weighted average basis. These contingently issuable shares are a component of calculating diluted EPS.

(e)As of June 30, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods, which equate to 974 and 971 RSUs for the three and six months ended June 30, 2020, respectively, on a weighted average basis. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.

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RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(11) PROVISION FOR IMPAIRMENT OF INVESTMENT PROPERTIES

As of June 30, 2021 and 2020, the Company identified indicators of impairment at certain of its properties and took into consideration the most current information available and expectations at the time of the assessment. Such indicators included a low occupancy rate, expected sustained difficulty in leasing space and related cost of re-leasing, significant exposure to financially troubled tenants or reduced anticipated holding periods. The following table summarizes the results of these analyses as of June 30, 2021 and 2020:

	June 30, 2021		June 30, 2020
Number of properties for which indicators of impairment were identified	6		2
Less: number of properties for which an impairment charge was recorded	—		—
Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was recorded	2		—
Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary	4		2
Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (a)	172	%	166	%

(a)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.

The Company did not record any investment property impairment charges during the six months ended June 30, 2021.

The Company recorded the following investment property impairment charge during the six months ended June 30, 2020:

Property Name	Property Type	Impairment Date	Square Footage	Provision for Impairment of Investment Properties
King Philip’s Crossing (a)	Multi-tenant retail	February 13, 2020	105,900	$	346
				$	346
	Estimated fair value of impaired property as of impairment date			$	11,644

(a)The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.

The extent to which COVID-19 impacts the Company and its tenants will depend, in part, on future developments, which are highly uncertain. If the effects of COVID-19 cause economic and market conditions to deteriorate, which, consequently, result in deterioration of operating conditions, and/or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future. Indications of a tenant’s inability to continue as a going concern, changes in the Company’s view or strategy relative to a tenant’s business or industry, or changes in the Company’s long-term hold strategies could change in future periods. The Company will continue to monitor circumstances and events in future periods and can provide no assurance that material impairment charges with respect to its investment properties will not occur in future periods.

19

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(12) FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The following table presents the carrying value and estimated fair value of the Company’s financial instruments:

	June 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial liabilities:
Mortgages payable, net	$	90,374	$	91,982	$	91,514	$	93,664
Unsecured notes payable, net	$	1,187,044	$	1,295,501	$	1,186,000	$	1,253,928
Unsecured term loans, net	$	467,895	$	470,238	$	467,559	$	464,072
Unsecured revolving line of credit	$	—	$	—	$	—	$	—
Derivative liability	$	22,827	$	22,827	$	31,666	$	31,666

The carrying value of the derivative liability is included within “Other liabilities” in the accompanying condensed consolidated balance sheets.

Recurring Fair Value Measurements

The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.

	Fair Value
	Level 1		Level 2		Level 3		Total
June 30, 2021
Derivative liability	$	—	$	22,827	$	—	$	22,827
December 31, 2020
Derivative liability	$	—	$	31,666	$	—	$	31,666

Derivatives:  The fair value of the derivative liability is determined using a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis uses observable market data including forward yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the derivative are then discounted using calculated discount factors developed based on the LIBOR swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. 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 use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2021 and December 31, 2020, 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. As a result, the Company has determined that its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements. The Company’s derivative instruments are further described in Note 8 to the condensed consolidated financial statements.

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RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Nonrecurring Fair Value Measurements

The Company did not remeasure any assets to fair value on a nonrecurring basis as of June 30, 2021. The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2020, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to a properties remeasured to fair value as a result of impairment charges recorded during the year ended December 31, 2020, except for those properties sold prior to December 31, 2020. Methods and assumptions used to estimate the fair value of this asset is described after the table.

	Fair Value
	Level 1		Level 2		Level 3			Total		Provision for Impairment
December 31, 2020
Investment property	$	—	$	—	$	2,500	(a)	$	2,500	$	2,279

(a)Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs.

Fair Value Disclosures

The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall.

	Fair Value
	Level 1		Level 2		Level 3		Total
June 30, 2021
Mortgages payable, net	$	—	$	—	$	91,982	$	91,982
Unsecured notes payable, net	$	817,633	$	—	$	477,868	$	1,295,501
Unsecured term loans, net	$	—	$	—	$	470,238	$	470,238
Unsecured revolving line of credit	$	—	$	—	$	—	$	—
December 31, 2020
Mortgages payable, net	$	—	$	—	$	93,664	$	93,664
Unsecured notes payable, net	$	790,379	$	—	$	463,549	$	1,253,928
Unsecured term loans, net	$	—	$	—	$	464,072	$	464,072
Unsecured revolving line of credit	$	—	$	—	$	—	$	—

The Company estimates the fair value of its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows at a reference rate, currently one-month LIBOR, plus an applicable credit spread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used in the discounted cash flow model to calculate the fair value of the Company’s Level 3 financial liabilities:

	June 30, 2021	December 31, 2020
Mortgages payable, net – range of discount rates used	3.2% to 4.4%	3.5% to 4.2%
Unsecured notes payable, net – weighted average discount rate used	3.14%	3.84%
Unsecured term loans, net – weighted average credit spread portion of discount rate used	1.33%	1.71%
Unsecured revolving line of credit – credit spread portion of discount rate used	1.10%	1.68%

There were no transfers between the levels of the fair value hierarchy during the six months ended June 30, 2021 and the year ended December 31, 2020.

21

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(13) COMMITMENTS AND CONTINGENCIES

As of June 30, 2021, the Company had letters of credit outstanding totaling $291 that serve as collateral for certain capital improvements at one of its properties and reduce the available borrowings on its unsecured revolving line of credit.

The following table summarizes the Company’s active expansion and redevelopment projects as of June 30, 2021:

		Estimated Net Investment				Net Investment as of June 30, 2021
Project Name	MSA	Low		High
Circle East (a)	Baltimore	$	46,000	$	48,000	$	28,929
One Loudoun Downtown – Pads G & H (b)	Washington, D.C.	$	125,000	$	135,000	$	95,546
The Shoppes at Quarterfield	Baltimore	$	9,700	$	10,700	$	4,266
Southlake Town Square – Pad	Dallas	$	2,000	$	2,500	$	2,154

(a)Investment amounts are net of proceeds of $11,820 received from the sale of air rights.

(b)Investment amounts are net of expected contributions from the Company’s joint venture partner.

(14) LITIGATION

The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. During the six months ended June 30, 2020, the Company entered into a settlement agreement related to litigation with a former tenant and received $6,100 in proceeds.

(15) SUBSEQUENT EVENTS

Subsequent to June 30, 2021, the Company:

•entered into its sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit and amended the pricing terms of the Term Loan Due 2026. See Note 7 to the condensed consolidated financial statements for further details;

•closed on the acquisition of Arcadia Village, a 37,000 square foot multi-tenant retail operating property located in Phoenix, Arizona, for a gross purchase price of $21,000;

•paid the cash dividend for the second quarter of 2021 of $0.075 per share on its outstanding Class A common stock, which was paid on July 9, 2021 to Class A common shareholders of record at the close of business on June 25, 2021; and

•declared the cash dividend for the third quarter of 2021 of $0.075 per share on its outstanding Class A common stock, which will be paid on October 8, 2021 to Class A common shareholders of record at the close of business on October 1, 2021.

Proposed Merger with Kite Realty Group Trust

On July 18, 2021, the Company entered into a definitive Merger Agreement with Kite and Merger Sub. Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the Merger. At the Effective Time, each share of Class A common stock of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional common shares of Kite. During the period from the date of the Merger Agreement until the completion of the Merger, the Company is subject to certain restrictions on its ability to engage with third parties regarding alternative acquisition proposals and on the conduct of the Company’s business.

22

RETAIL PROPERTIES OF AMERICA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The board of directors of the Company and the board of trustees of Kite each have unanimously approved the transaction. The closing of the Merger is expected to occur in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including the approval of both Kite and the Company’s shareholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

In connection with the Merger Agreement, the Company suspended its common stock repurchase program and ATM equity program.

23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described or that they will happen at all. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “intends,” “plans,” “estimates” or “anticipates” and variations of such words or similar expressions or the negative of such words. You can also identify forward-looking statements by discussions of strategies, plans or intentions. Risks, uncertainties and changes in the following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;

•economic and other developments in markets where we have a high concentration of properties;

•our business strategy;

•our projected operating results;

•rental rates and/or vacancy rates;

•frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants;

•bankruptcy, insolvency or general downturn in the business of a major tenant or a significant number of smaller tenants;

•adverse impact of e-commerce developments and shifting consumer retail behavior on our tenants;

•interest rates or operating costs;

•the discontinuation of London Interbank Offered Rate (LIBOR);

•real estate and zoning laws and changes in real property tax rates;

•real estate valuations;

•our leverage;

•our ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;

•changes in the dividend policy for our Class A common stock;

•our ability to obtain necessary outside financing;

•the availability, terms and deployment of capital;

•general volatility of the capital and credit markets and the market price of our Class A common stock;

•risks generally associated with real estate acquisitions and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;

•risks generally associated with redevelopment, including the impact of construction delays and cost overruns and related impact on our estimated investments in such redevelopment, our ability to lease redeveloped space, our ability to identify and pursue redevelopment opportunities and the risk that it takes longer than expected for development assets to stabilize or that we do not achieve our estimated returns on such investments;

24

•composition of members of our senior management team;

•our ability to attract and retain qualified personnel;

•our ability to continue to qualify as a real estate investment trust (REIT);

•governmental regulations, tax laws and rates and similar matters;

•our compliance with laws, rules and regulations;

•environmental uncertainties and exposure to natural disasters;

•pandemics or other public health crises, such as the novel coronavirus (COVID-19) pandemic, and the related impact on (i) our ability to manage our properties, finance our operations and perform necessary administrative and reporting functions and (ii) our tenants’ ability to operate their businesses, generate sales and meet their financial obligations, including the obligation to pay rent and other charges as specified in their leases;

•risks associated with the Merger (defined below), including our ability to consummate the Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties relating to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the Merger and the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement (defined below);

•insurance coverage; and

•the likelihood or actual occurrence of terrorist attacks in the U.S.

The extent to which COVID-19 ultimately impacts us and our tenants will depend, in part, on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the adoption of available COVID-19 vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Part II, “Item 1A. Risk Factors” in this document and in our Annual Report on Form 10-K for the year ended December 31, 2020, which you should interpret as being heightened as a result of the numerous and ongoing adverse impacts of COVID-19. Readers should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by applicable law.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included in this report.

Proposed Merger with Kite Realty Group Trust

On July 18, 2021, we entered into a definitive Agreement and Plan of Merger (Merger Agreement) with Kite Realty Group Trust (Kite) and KRG Oak, LLC, a wholly owned subsidiary of Kite (Merger Sub). Upon the terms and subject to the conditions set forth in the Merger Agreement, we will merge with and into Merger Sub, with Merger Sub surviving the merger (Merger). Immediately following the closing of the Merger, Merger Sub will merge with and into Kite Realty Group, L.P., the operating partnership of Kite with Kite Realty Group, L.P. surviving such merger, so that all of the assets of Kite are owned at or below the operating partnership level. At the effective time of the Merger (Effective Time), each share of our Class A common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional common shares of Kite. During the period from the date of the Merger Agreement until the completion of the Merger, we are subject to certain restrictions on our ability to engage with third parties regarding alternative acquisition proposals and on the conduct of our business.

Our board of directors and the board of trustees of Kite each have unanimously approved the transaction. The closing of the Merger is expected to occur in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including the approval of both Kite and our shareholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

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Impact of the COVID-19 Pandemic

The global outbreak of COVID-19 has caused, and could continue to cause, significant disruptions to the U.S. and global economy, including the retail sector within the U.S. Additionally, the COVID-19 pandemic has had, and could continue to have, a significant adverse impact on the underlying industries of many of our tenants. As a result of the pandemic and the measures implemented to control the spread of COVID-19, our tenants and their operations, and their ability to pay rent in full, on time or at all, have been, and may continue to be, adversely impacted due to restrictions placed on their operations. While many U.S. states and cities have eased or lifted such restrictions, revocation of restrictions, including the impact on and of consumer behavior, all of which vary by geography, could impact our business and such impacts may be significant and materially adverse to us. While we have been negatively impacted by the COVID-19 pandemic, including a decline in our retail portfolio occupancy of 230 basis points from 94.1% as of March 31, 2020 to 91.8% as of June 30, 2021 and a 4.2% decrease in annualized base rent (ABR) within our retail operating portfolio from $366,285 at March 31, 2020 to $350,823 at June 30, 2021, we also note recent positive trends, including continued improvement in base rent collection since the start of the pandemic, positive blended re-leasing spreads throughout the pandemic and increased leasing demand over the previous three quarters. However, due to numerous uncertainties, it is not possible to accurately predict the ultimate impact the pandemic will have on our financial condition, results of operations and cash flows and we continue to closely monitor the impact of the pandemic on all aspects of our business.

In response to COVID-19 and its related impact on many of our tenants, we reached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to and, in the majority of these circumstances, executed during the year ended December 31, 2020. As of June 30, 2021, we have agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $54 of previously uncollected base rent charges and to address an additional $694 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease term.

As of July 26, 2021, we have collected 98% and 97% of base rent charges related to the three months ended June 30, 2021 and March 31, 2021, respectively, and have executed lease concession agreements to address an additional 0.45% and 1.6% of base rent related to the three months ended June 30, 2021 and March 31, 2021, respectively. Uncollected billed base rent related to tenants who have declared bankruptcy represents 0.0% for both the three months ended June 30, 2021 and March 31, 2021. As of July 26, 2021, we have collected 84%, 92%, 96% and 97% of billed base rent charges related to the three months ended June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021, respectively, as compared to 81%, 89%, 95% and 96% as of April 26, 2021, respectively.

As of June 30, 2021, we have collected 95% of the base rent charges that had previously been deferred under executed lease concession agreements and were due to be paid during the three months ended June 30, 2021. As of June 30, 2021, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, are expected to be received over a period of approximately six months. While we have reached agreement with the majority of tenants that have requested lease concessions as a result of COVID-19, we can provide no assurances whether certain tenants may request additional concessions in the future. As of June 30, 2021, all of our properties were open for the benefit of the communities and customers that our tenants serve.

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The following ABR information is based on ABR of leases in our retail operating portfolio that were in effect as of June 30, 2021, and is being provided to assist with analysis of the actual and potential impact of COVID-19. The information may not be indicative of collection and lease concession activity in future periods. The classification of tenant type, including the classification between essential and non-essential, is based on management’s understanding of the tenant’s operations and may not be comparative to similarly titled classifications by other companies.

Billed Base Rent Collections as of July 26, 2021
Resiliency Category/Tenant Type	6/30/2021 ABR		% of 6/30/2021 ABR		Q2 2021 Billed Base Rent Collected
Essential	$	113,026	32	%	100	%
Office	23,042		7	%	98	%
Non-Essential	158,182		45	%	97	%
Restaurants
Restaurants – Full Service	29,120		8	%	99	%
Restaurants – Quick Service	27,453		8	%	97	%
Total Restaurants	56,573		16	%	98	%
Total Retail Operating Portfolio – Billed base rent collected	$	350,823	100	%	98	%
Addressed through executed lease amendments					0	%	(a)
Total Retail Operating Portfolio – Billed base rent addressed					98	%

(a)We have executed lease amendments to address an additional 0.45% of billed base rent related to the second quarter of 2021 through deferrals, abatements, combinations and/or modifications.

Executive Summary

Retail Properties of America, Inc. (we, our, us) is a REIT that owns and operates high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of June 30, 2021, we owned 100 retail operating properties in the United States representing 19,726,000 square feet of gross leasable area (GLA) and had four expansion and redevelopment projects. Our retail operating portfolio includes (i) neighborhood and community centers, (ii) power centers, and (iii) lifestyle centers and multi-tenant retail-focused mixed-use properties, as well as single-user retail properties.

The following table summarizes our portfolio as of June 30, 2021:

Property Type	Number of  Properties	GLA (in thousands)	Occupancy		Percent Leased  Including Leases  Signed (a)
Retail operating portfolio
Multi-tenant retail:
Neighborhood and community centers	62	10,336	92.6	%	93.6	%
Power centers	21	4,668	94.5	%	95.3	%
Lifestyle centers and mixed-use properties (b)	15	4,461	86.7	%	90.7	%
Total multi-tenant retail	98	19,465	91.7	%	93.3	%
Single-user retail	2	261	100.0	%	100.0	%
Total retail operating properties	100	19,726	91.8	%	93.4	%
Expansion and redevelopment projects:
Circle East	1
One Loudoun Downtown – Pads G & H (c)	—
Carillon	1
The Shoppes at Quarterfield	1
Total number of properties (d)	103

(a)Includes leases signed but not commenced.

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(b)Excludes the following multi-family rental units as of June 30, 2021:

Property	Number of Units	Average Monthly Rent per Occupied Unit		Occupancy		Percent Leased  Including Leases  Signed
One Loudoun Downtown – Pad G	99	$	2,341	38.3	%	63.6	%
Plaza del Lago	18	$	1,378	88.9	%	94.4	%

(c)The operating portion of this property is included in the property count of lifestyle centers and mixed-use properties within our retail operating portfolio.

(d)Excludes two multi-tenant retail operating properties classified as held for sale as of June 30, 2021.

We are a prominent owner of multi-tenant retail properties, many with a mixed-use component, primarily located in the following markets: Dallas, Washington, D.C./Baltimore, New York, Chicago, Seattle, Atlanta, Houston, San Antonio, Phoenix and Austin. Since our inaugural investor day in 2013, we have:

•improved our retail ABR by 34% to $19.37 per square foot as of June 30, 2021 from $14.46 per square foot as of March 31, 2013;

•increased our concentration in lifestyle and mixed-use properties based on multi-tenant retail ABR by 1,700 basis points to 33% as of June 30, 2021 from 16% as of March 31, 2013;

•reduced our top 20 retail tenant concentration of total ABR by 1,070 basis points to 27.2% as of June 30, 2021 from 37.9% as of March 31, 2013; and

•reduced our indebtedness by 32% to $1,760,962 as of June 30, 2021 from $2,601,912 as of March 31, 2013.

Additionally, as of June 30, 2021, approximately 88.2% of our multi-tenant retail ABR was generated in the top 25 metropolitan statistical areas (MSAs), as determined by the United States Census Bureau and ranked based on the most recently available population estimates.

We are focused on optimizing our tenancy, asset level configurations and merchandising through accretive leasing activity and growth-producing mixed-use expansion and redevelopment projects. For the six months ended June 30, 2021, we achieved a blended re-leasing spread of positive 5.3%, consisting of comparable cash leasing spreads of 15.2% on new leases and 2.9% on renewal leases. During this period, we achieved average annual contractual rent increases on comparable signed new leases of approximately 170 basis points. As of June 30, 2021, we have $12,754 of ABR related to 616 square feet of GLA pertaining to 2021 lease expirations and $8,342 of ABR related to 317 square feet of GLA pertaining to leases signed but not yet commenced.

Our active expansion and redevelopment projects consist of approximately $183,000 to $196,000 of expected investment through 2022, equivalent to approximately 6% of the net book value of our investment properties as of June 30, 2021. These predominantly mixed-use-focused projects include the redevelopment at Circle East, the expansion projects of Pads G & H at One Loudoun Downtown and site and building reconfiguration at The Shoppes at Quarterfield as well as the vacant pad development at Southlake Town Square. Our current portfolio of assets contains numerous additional projects in the longer-term pipeline, including, among others, redevelopment at Carillon, additional pad developments at One Loudoun Downtown, pad developments and expansions at Main Street Promenade and Downtown Crown, and future projects at Merrifield Town Center, Tysons Corner, Southlake Town Square, Lakewood Towne Center and One Loudoun Uptown.

Company Highlights — Six Months Ended June 30, 2021

Developments in Progress

During the six months ended June 30, 2021, we:

•invested $29,943 in our expansion and redevelopment projects at Circle East, One Loudoun Downtown, The Shoppes at Quarterfield and Southlake Town Square. We expect the majority of our additional 2021 project spend will be for the One Loudoun Downtown project;

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•placed portions of Circle East and The Shoppes at Quarterfield in service and reclassified the related costs from “Developments in progress” into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets; and

•placed the 99 multi-family rental units at One Loudoun Downtown – Pad G in service and reclassified the related costs from “Developments in progress” into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.

The following table summarizes the carrying amount of our developments in progress as of June 30, 2021 and December 31, 2020:

Property Name	MSA	June 30, 2021		December 31, 2020
Expansion and redevelopment projects
Circle East	Baltimore	$	34,336	$	38,180
One Loudoun Downtown	Washington, D.C.	86,030		89,103
Carillon (a)	Washington, D.C.	33,660		33,463
The Shoppes at Quarterfield	Baltimore	1,349		865
Pad development projects
Southlake Town Square	Dallas	2,154		1,495
		157,529		163,106
Land held for future development
One Loudoun Uptown	Washington, D.C.	25,450		25,450
Total developments in progress		$	182,979	$	188,556

(a)In response to macroeconomic conditions due to the COVID-19 pandemic, we halted plans for vertical construction at the redevelopment during 2020. During the three months ended June 30, 2021, we announced plans to commence construction on a medical office building at Carillon in the second half of 2021.

Acquisitions

We did not acquire any properties during the six months ended June 30, 2021.

Subsequent to June 30, 2021, we acquired Arcadia Village, a 37,000 square foot multi-tenant retail operating property located in the Phoenix MSA, for a gross purchase price of $21,000.

Dispositions

We did not sell any properties during the six months ended June 30, 2021.

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Market Summary

The following table summarizes our retail operating portfolio by market as of June 30, 2021. Square feet of GLA is presented in thousands.

Property Type/Market	Number of Properties	ABR (a)		% of Total Multi-Tenant Retail ABR (a)		ABR per Occupied Sq. Ft.		GLA (a)	% of Total Multi-Tenant Retail GLA (a)		Occupancy		% Leased Including Signed
Multi-Tenant Retail:
Top 25 MSAs (b)
Dallas	19	$	79,019	22.9	%	$	23.05	3,943	20.3	%	86.9	%	89.8	%
New York	9	36,515		10.6	%	30.10		1,292	6.6	%	93.9	%	96.4	%
Washington, D.C.	8	36,378		10.5	%	28.86		1,388	7.1	%	90.8	%	92.6	%
Chicago	8	27,468		8.0	%	23.61		1,358	7.0	%	85.7	%	87.2	%
Seattle	9	23,767		6.9	%	16.53		1,516	7.8	%	94.8	%	95.9	%
Baltimore	4	23,122		6.7	%	16.09		1,543	7.9	%	93.2	%	93.6	%
Atlanta	9	20,914		6.1	%	14.15		1,513	7.8	%	97.7	%	98.8	%
Houston	8	13,488		3.9	%	13.58		1,056	5.4	%	94.1	%	94.6	%
San Antonio	2	10,965		3.2	%	18.75		605	3.1	%	96.7	%	96.7	%
Phoenix	3	10,404		3.0	%	17.75		632	3.3	%	92.8	%	95.5	%
Los Angeles	1	6,715		1.9	%	17.70		395	2.0	%	96.1	%	98.8	%
Riverside	1	4,796		1.4	%	16.40		292	1.5	%	100.0	%	100.0	%
Charlotte	1	4,181		1.2	%	13.97		319	1.6	%	93.7	%	97.5	%
St. Louis	1	4,073		1.2	%	9.74		453	2.3	%	92.3	%	92.3	%
Tampa	1	2,339		0.7	%	19.19		126	0.7	%	97.0	%	97.0	%
Subtotal	84	304,144		88.2	%	20.15		16,431	84.4	%	91.9	%	93.5	%
Non-Top 25 MSAs (b)	14	40,815		11.8	%	14.80		3,034	15.6	%	90.9	%	92.3	%
Total Multi-Tenant Retail	98	344,959		100.0	%	19.32		19,465	100.0	%	91.7	%	93.3	%
Single-User Retail	2	5,864				22.49		261			100.0	%	100.0	%
Total Retail Operating Portfolio (c)	100	$	350,823			$	19.37	19,726			91.8	%	93.4	%

(a)Excludes $2,791 of multi-tenant retail ABR and 178 square feet of multi-tenant retail GLA attributable to Circle East and The Shoppes at Quarterfield, located in the Baltimore MSA, and Carillon, located in the Washington, D.C. MSA, all three of which are in redevelopment. Including these amounts, 88.3% of our multi-tenant retail ABR and 84.6% of our multi-tenant retail GLA is located in the top 25 MSAs.

(b)Top 25 MSAs are determined by the United States Census Bureau and ranked based on the most recently available population estimates.

(c)Excludes two multi-tenant retail operating properties classified as held for sale as of June 30, 2021 and the following multi-family rental units as of June 30, 2021:

Market	Number of Units	Average Monthly Rent per Occupied Unit		Occupancy		% Leased  Including Signed
Washington, D.C.	99	$	2.341	38.3	%	63.6	%
Chicago	18	$	1.378	88.9	%	94.4	%

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Leasing Activity

The following table summarizes the leasing activity in our retail operating portfolio and our active expansion and redevelopment projects during the six months ended June 30, 2021. New leases with terms of less than 12 months and renewal leases that extend the lease term by less than 12 months have been excluded from the table.

	Number of Leases Signed	GLA Signed (in thousands)	New Contractual Rent per Square Foot (PSF) (a)		Prior Contractual Rent PSF (a)		% Change over Prior ABR (a)		Weighted Average Lease Term	Tenant Allowances PSF (b)
Comparable Renewal Leases	119	898	$	19.44	$	18.90	2.9	%	5.1	$	2.34
Comparable New Leases	33	184	$	26.01	$	22.57	15.2	%	9.6	$	43.54
Non-Comparable New and Renewal Leases (c)	74	509	$	18.39	N/A		N/A		6.7	$	15.05
Total	226	1,591	$	20.56	$	19.52	5.3	%	6.2	$	11.11

(a)Total excludes the impact of Non-Comparable New and Renewal Leases.

(b)Excludes tenant allowances and related square foot amounts at our active expansion and redevelopment projects. These tenant allowances, if any, are included in the expected investment for each project.

(c)Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed with variable lease payment terms and (iii) leases signed where the previous and current lease do not have a consistent lease structure.

Subject to the applicable restrictions contained in the Merger Agreement, our near-term leasing efforts are primarily focused on (i) vacant anchor and small shop space, (ii) upcoming lease expirations and (iii) spaces within our expansion and redevelopment projects. Through these collective efforts, we look to situationally focus on stability and tenancy, and to optimize the mix of operators and unique retailers at our properties. As of June 30, 2021, we have $12,754 of ABR related to 616 square feet of GLA pertaining to 2021 lease expirations and $8,342 of ABR related to 317 square feet of GLA pertaining to leases signed but not commenced.

Capital Markets

During the six months ended June 30, 2021, we made scheduled principal payments of $1,194 related to amortizing loans.

Subsequent to June 30, 2021, we entered into our sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit and amended the pricing terms of the seven-year $150,000 unsecured term loan (Term Loan Due 2026).

Distributions

We declared quarterly distributions totaling $0.145 per share of common stock during the six months ended June 30, 2021 comprised of the first quarter 2021 distribution of $0.07 per share and the second quarter 2021 distribution of $0.075 per share. During the six months ended June 30, 2021, we paid the fourth quarter 2020 distribution of $0.06 per share in January 2021 and the first quarter 2021 distribution $0.07 per share in April 2021.

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Results of Operations

Comparison of Results for the Three Months Ended June 30, 2021 and 2020

	Three Months Ended June 30,
	2021		2020		Change
Revenues:
Lease income	$	121,239	$	96,803	$	24,436
Expenses:
Operating expenses	17,180		14,843		2,337
Real estate taxes	17,799		17,916		(117)
Depreciation and amortization	41,815		43,755		(1,940)
General and administrative expenses	10,374		8,491		1,883
Total expenses	87,168		85,005		2,163
Other (expense) income:
Interest expense	(18,776)		(19,360)		584
Other income, net	92		215		(123)
Net income (loss)	15,387		(7,347)		22,734
Net loss attributable to noncontrolling interests	9		—		9
Net income (loss) attributable to common shareholders	$	15,396	$	(7,347)	$	22,743

Net income (loss) attributable to common shareholders was $15,396 for the three months ended June 30, 2021 compared to $(7,347) for the three months ended June 30, 2020. The $22,743 increase was primarily due to the following:

•a $24,436 increase in lease income largely due to the impact of COVID-19 and related accounting for lease concession agreements and primarily consisting of:

•a $24,268 decrease in reserve for uncollectible lease income primarily due to the significant impact from the COVID-19 pandemic in the comparison period whereby uncollectible lease income, net was $(19,495), and due to the current period impacts from the following: (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the execution of lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by (iv) the uncollected portion of current period charges related to cash-basis tenants and (v) the impact of lease concessions we have agreed in principle as of June 30, 2021 that are not expected to meet deferral accounting treatment, however, such agreements have not been executed as of June 30, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed; and

•a $2,071 increase in straight-line rental income primarily due to a net reduction in the number of tenants accounted for on the cash basis of accounting. The impact of COVID-19 in the comparison period resulted in the negative straight-line rental income of $(1,284) in 2020 from moving tenants to the cash basis of accounting compared to an increase in straight-line rental income of $787 in 2021 driven by the reduction in tenants accounted for on the cash basis of accounting;

partially offset by

•a $2,726 decrease in base rent primarily from our same store portfolio; and

•a $1,940 decrease in depreciation and amortization primarily due to a decrease in asset write-offs as a result of tenant move-outs during the three months ended June 30, 2021 compared to the three months ended June 30, 2020;

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partially offset by

•a $2,337 increase in operating expenses primarily due to lower recoverable property operating expenses in 2020 resulting from the impact of COVID-19 as well as an increase in expenses incurred in 2021 related to the Texas winter storm.

Net operating income (NOI)

We define NOI as all revenues other than (i) straight-line rental income (non-cash), (ii) amortization of lease inducements, (iii) amortization of acquired above and below market lease intangibles and (iv) lease termination fee income, less real estate taxes and all operating expenses other than lease termination fee expense and non-cash ground rent expense, which is comprised of amortization of right-of-use lease assets and amortization of lease liabilities. NOI consists of same store NOI (Same Store NOI) and NOI from other investment properties (NOI from Other Investment Properties). We believe that NOI, Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Net income” or “Net income attributable to common shareholders” in accordance with accounting principles generally accepted in the United States (GAAP). We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI, Same Store NOI and NOI from Other Investment Properties do not represent alternatives to “Net income” or “Net income attributable to common shareholders” in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of NOI, Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. For reference and as an aid in understanding our computation of NOI, a reconciliation of net income attributable to common shareholders as computed in accordance with GAAP to Same Store NOI has been presented for each comparable period presented.

Same store portfolio

For the three and six months ended June 30, 2021, our same store portfolio consisted of 100 retail operating properties acquired or placed in service and stabilized prior to January 1, 2020. The number of properties in our same store portfolio decreased to 100 as of June 30, 2021 from 102 as of March 31, 2021 as a result of the removal of two same store investment properties classified as held for sale as of June 30, 2021.

The properties and financial results reported in “Other investment properties” primarily include the following:

•properties acquired or placed in service and stabilized during 2020 and 2021;

•the multi-family rental units at Plaza del Lago and One Loudoun Downtown – Pad G;

•Circle East, which is in active redevelopment;

•One Loudoun Downtown – Pads G & H, which are in active development;

•Carillon, a redevelopment project where we halted plans for vertical construction during 2020 in response to macroeconomic conditions due to the impact of the COVID-19 pandemic. During the three months ended June 30, 2021, we announced plans to commence construction on a medical office building at Carillon in the second half of 2021;

•The Shoppes at Quarterfield, which is in active redevelopment;

•land held for future development;

•investment properties that were sold or classified as held for sale during 2020 and 2021;

•the net income from our wholly owned captive insurance company; and

•noncontrolling interests.

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The following tables present a reconciliation of net income (loss) attributable to common shareholders to Same Store NOI and details of the components of Same Store NOI for the three months ended June 30, 2021 and 2020:

	Three Months Ended June 30,
	2021		2020		Change
Net income (loss) attributable to common shareholders	$	15,396	$	(7,347)	$	22,743
Adjustments to reconcile to Same Store NOI:
Net loss attributable to noncontrolling interests	(9)		—		(9)
Depreciation and amortization	41,815		43,755		(1,940)
General and administrative expenses	10,374		8,491		1,883
Interest expense	18,776		19,360		(584)
Straight-line rental income, net	(787)		1,284		(2,071)
Amortization of acquired above and below market lease intangibles, net	(1,009)		(1,796)		787
Amortization of lease inducements	547		453		94
Lease termination fees, net	(759)		(252)		(507)
Non-cash ground rent expense, net	212		212		—
Other income, net	(92)		(215)		123
NOI	84,464		63,945		20,519
NOI from Other Investment Properties	(1,927)		(1,742)		(185)
Same Store NOI	$	82,537	$	62,203	$	20,334

	Three Months Ended June 30,
	2021		2020		Change
Same Store NOI:
Base rent	$	86,107	$	88,755	$	(2,648)
Percentage and specialty rent	644		448		196
Tenant recoveries	23,713		23,558		155
Other lease-related income	1,319		1,050		269
Uncollectible lease income, net	4,269		(19,344)		23,613
Property operating expenses	(16,361)		(14,639)		(1,722)
Real estate taxes	(17,154)		(17,625)		471
Same Store NOI	$	82,537	$	62,203	$	20,334

Same Store NOI increased $20,334, or 32.7%, primarily due to the following:

•a $23,613 decrease in reserve for uncollectible lease income primarily due to the significant impact from the COVID-19 pandemic in the comparison period whereby uncollectible lease income, net was $(19,344), and due to the current period impacts from the following: (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the execution of lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by (iv) the uncollected portion of current period charges related to cash-basis tenants and (v) the impact of lease concessions we have agreed in principle as of June 30, 2021 that are not expected to meet deferral accounting treatment, however, such agreements have not been executed as of June 30, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed;

partially offset by

•a $2,648 decrease in base rent primarily as a result of (i) a $3,013 decrease from occupancy declines, (ii) a $672 decrease from lease concession agreements that do not meet deferral accounting treatment, partially offset by (iii) $787 related to the recognition of amounts previously deferred under lease concessions that did not meet deferral accounting treatment, and (iv) an increase of $461 from contractual rent changes. Of the aggregate $672 decrease from lease concession agreements, $310 was associated with billed base rent from prior periods; and

•a $1,096 increase in property operating expenses and real estate taxes, net of tenant recoveries, primarily due to (i) decreases in tenant recoveries as a result of a decline in occupancy, (ii) an increase in certain recoverable property

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operating expenses and (iii) an increase in certain non-recoverable property operating expenses, partially offset by (iv) the positive impact from the common area maintenance reconciliation process in 2021.

Comparison of Results for the Six Months Ended June 30, 2021 and 2020

	Six Months Ended June 30,
	2021		2020		Change
Revenues:
Lease income	$	240,619	$	215,498	$	25,121
Expenses:
Operating expenses	35,245		31,257		3,988
Real estate taxes	36,733		36,449		284
Depreciation and amortization	89,682		83,928		5,754
Provision for impairment of investment properties	—		346		(346)
General and administrative expenses	21,492		17,656		3,836
Total expenses	183,152		169,636		13,516
Other (expense) income:
Interest expense	(37,528)		(36,406)		(1,122)
Gain on litigation settlement	—		6,100		(6,100)
Other income (expense), net	161		(546)		707
Net income	20,100		15,010		5,090
Net loss attributable to noncontrolling interests	9		—		9
Net income attributable to common shareholders	$	20,109	$	15,010	$	5,099

Net income attributable to common shareholders was $20,109 for the six months ended June 30, 2021 compared to $15,010 for the six months ended June 30, 2020. The $5,099 increase was primarily due to the following:

•a $25,121 increase in lease income primarily due to the impact of COVID-19 and related accounting for lease concession agreements and primarily consisting of:

•a $28,694 decrease in reserve for uncollectible lease income primarily due to the significant impact from the COVID-19 pandemic in 2020 whereby uncollectible lease income, net was $(20,377), and due to the current year impacts from the following: (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the execution of lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by (iv) the uncollected portion of current period charges related to cash-basis tenants and (v) the impact of lease concessions we have agreed in principle as of June 30, 2021 that are not expected to meet deferral accounting treatment, however, such agreements have not been executed as of June 30, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed; and

•a $2,150 increase in straight-line rental income primarily due to a net reduction in the number of tenants accounted for on the cash basis of accounting. The impact of COVID-19 in the comparison period resulted in the negative straight-line rental income of $(943) in 2020 from moving tenants to the cash basis of accounting compared to an increase in straight-line rental income of $1,207 in 2021 driven by the reduction in tenants accounted for on the cash basis of accounting;

partially offset by

•a $7,085 decrease in base rent primarily from our same store portfolio;

partially offset by

•a $6,100 gain on litigation settlement recognized during the six months ended June 30, 2020 related to litigation with a former tenant. No such gain was recognized during the six months ended June 30, 2021;

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•a $5,754 increase in depreciation and amortization primarily due to the write-off of assets taken out of service due to the demolition of a retail outparcel at our Tacoma South investment property during the six months ended June 30, 2021. No such write-off occurred during the six months ended June 30, 2020; and

•a $3,988 increase in operating expenses primarily due to lower recoverable property operating expenses in 2020 resulting from the impact of COVID-19 as well as an increase in expenses incurred in 2021 related to the Texas winter storm.

The following tables present a reconciliation of net income attributable to common shareholders to Same Store NOI and details of the components of Same Store NOI for the six months ended June 30, 2021 and 2020:

	Six Months Ended June 30,
	2021		2020		Change
Net income attributable to common shareholders	$	20,109	$	15,010	$	5,099
Adjustments to reconcile to Same Store NOI:
Net loss attributable to noncontrolling interests	(9)		—		(9)
Gain on litigation settlement	—		(6,100)		6,100
Depreciation and amortization	89,682		83,928		5,754
Provision for impairment of investment properties	—		346		(346)
General and administrative expenses	21,492		17,656		3,836
Interest expense	37,528		36,406		1,122
Straight-line rental income, net	(1,207)		943		(2,150)
Amortization of acquired above and below market lease intangibles, net	(2,234)		(2,772)		538
Amortization of lease inducements	970		872		98
Lease termination fees, net	(1,438)		(376)		(1,062)
Non-cash ground rent expense, net	424		545		(121)
Other (income) expense, net	(161)		546		(707)
NOI	165,156		147,004		18,152
NOI from Other Investment Properties	(3,121)		(3,559)		438
Same Store NOI	$	162,035	$	143,445	$	18,590

	Six Months Ended June 30,
	2021		2020		Change
Same Store NOI:
Base rent	$	170,174	$	177,122	$	(6,948)
Percentage and specialty rent	1,164		1,311		(147)
Tenant recoveries	49,636		48,880		756
Other lease-related income	2,604		2,518		86
Uncollectible lease income, net	8,026		(20,179)		28,205
Property operating expenses	(33,458)		(30,359)		(3,099)
Real estate taxes	(36,111)		(35,848)		(263)
Same Store NOI	$	162,035	$	143,445	$	18,590

Same Store NOI increased $18,590, or 13.0%, primarily due to the following:

•a $28,205 decrease in reserve for uncollectible lease income primarily due to the significant impact from the COVID-19 pandemic in 2020 whereby uncollectible lease income, net was $(20,179), and due to the current year impacts from the following: (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the execution of lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by (iv) the uncollected portion of current period charges related to cash-basis tenants and (v) the impact of lease concessions we have agreed in principle as of June 30, 2021 that are not expected to meet deferral accounting treatment, however, such agreements have not been executed as of June 30, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed;

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partially offset by

•a $6,948 decrease in base rent primarily as a result of (i) a $6,582 decrease from occupancy declines, (ii) a $3,281 decrease from lease concession agreements that do not meet deferral accounting treatment, partially offset by (iii) $1,791 related to the recognition of amounts previously deferred under lease concessions that did not meet deferral accounting treatment, (iv) an increase of $1,002 from contractual rent changes and (v) $323 from lower rent abatements. Of the aggregate $3,281 increase from lease concession agreements, $1,585 was associated with billed base rent from prior periods; and

•a $2,606 increase in property operating expenses and real estate taxes, net of tenant recoveries, primarily due to (i) decreases in tenant recoveries as a result of a decline in occupancy, (ii) an increase in certain net recoverable property operating expenses and (iii) an increase in certain non-recoverable property operating expenses, partially offset by (iv) the positive impact from the common area maintenance reconciliation process in 2021.

Funds From Operations Attributable to Common Shareholders

The National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a financial measure known as funds from operations (FFO). As defined by NAREIT, FFO means net income attributable to common shareholders computed in accordance with GAAP, excluding the Company’s share of (i) depreciation and amortization related to real estate, (ii) gains from sales of real estate assets, (iii) gains and losses from change in control and (iv) impairment write-downs of real estate assets and investments in entities directly attributable to decreases in the value of real estate held by the entity. We have adopted the NAREIT definition in our computation of FFO attributable to common shareholders. Management believes that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing our performance and operations to those of other REITs.

We define Operating FFO attributable to common shareholders as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events that we do not consider representative of the comparable operating results of our real estate operating portfolio, which is our core business platform. Specific examples of discrete non-operating transactions and other events include, but are not limited to, (i) the impact on earnings from gains or losses associated with the early extinguishment of debt or other liabilities, (ii) litigation involving the Company, including gains recognized as a result of settlement and costs to engage outside counsel related to litigation with former tenants, (iii) the impact on earnings from executive separation, and (iv) the excess of redemption value over carrying value of preferred stock redemption, which are not otherwise adjusted in our calculation of FFO attributable to common shareholders.

We believe that FFO attributable to common shareholders and Operating FFO attributable to common shareholders, which are supplemental non-GAAP financial measures, provide an additional and useful means to assess the operating performance of REITs. FFO attributable to common shareholders and Operating FFO attributable to common shareholders do not represent alternatives to (i) “Net Income” or “Net income attributable to common shareholders” as indicators of our financial performance, or (ii) “Cash flows from operating activities” in accordance with GAAP as measures of our capacity to fund cash needs, including the payment of dividends. Comparison of our presentation of Operating FFO attributable to common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

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The following table presents a reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders and Operating FFO attributable to common shareholders:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income (loss) attributable to common shareholders	$	15,396	$	(7,347)	$	20,109	$	15,010
Depreciation and amortization of real estate (a)	41,508		43,422		89,048		83,260
Provision for impairment of investment properties	—		—		—		346
FFO attributable to common shareholders	$	56,904	$	36,075	$	109,157	$	98,616
FFO attributable to common shareholders per common share outstanding – diluted	$	0.27	$	0.17	$	0.51	$	0.46
FFO attributable to common shareholders	$	56,904	$	36,075	$	109,157	$	98,616
Impact on earnings from the early extinguishment of debt, net (b)	—		—		64		—
Gain on litigation settlement	—		—		—		(6,100)
Other (c)	5		—		33		1,011
Operating FFO attributable to common shareholders	$	56,909	$	36,075	$	109,254	$	93,527
Operating FFO attributable to common shareholders per common share outstanding – diluted	$	0.27	$	0.17	$	0.51	$	0.44

(a)Includes $7,527 of accelerated depreciation recorded in connection with the write-off of assets taken out of service due to the demolition of a retail outparcel at our Tacoma South investment property during the six months ended June 30, 2021.

(b)Included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).

(c)Primarily consists of the impact on earnings from litigation involving the Company, including costs to engage outside counsel related to litigation with former tenants, which is included within “Other income (expense), net” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).

Liquidity and Capital Resources

Subject to the applicable restrictions contained in the Merger Agreement, we anticipate that cash flows from the below-listed sources will provide adequate capital for the next 12 months and beyond for all scheduled principal and interest payments on our outstanding indebtedness, including maturing debt, current and anticipated tenant allowances or other capital obligations, the shareholder distributions required to maintain our REIT status and compliance with the financial covenants of our unsecured debt agreements.

Our primary expected sources and uses of liquidity are as follows:

	SOURCES		USES
▪	Operating cash flow	▪	Tenant allowances and leasing costs
▪	Cash and cash equivalents	▪	Improvements made to individual properties, certain of which are not
▪	Available borrowings under our unsecured revolving		recoverable through common area maintenance charges to tenants
	line of credit	▪	Debt repayments
▪	Proceeds from capital markets transactions	▪	Distribution payments
▪	Proceeds from asset dispositions	▪	Redevelopment, expansion and pad development activities
▪	Proceeds from the sales of air rights	▪	Acquisitions
		▪	New development

Over the last several years, we have made substantial progress in reinforcing the strength of our balance sheet, as demonstrated by our financial flexibility and abundant liquidity. We believe this progress places us in a position to be able to better withstand the current unprecedented macroeconomic environment. However, there can be no assurances in this regard or that additional financing or capital will be available to us going forward on favorable terms, or at all, including with respect to the restrictions set forth in the Merger Agreement. Additionally, as of July 26, 2021, we have collected 98% and 97% of base rent charges related to the three months ended June 30, 2021 and March 31, 2021, respectively, and have executed lease concession agreements to address an additional 0.45% and 1.6% of base rent related to the three months ended June 30, 2021 and March 31, 2021, respectively. Uncollected billed base rent related to tenants who have declared bankruptcy represents 0.0% for both the three months ended June 30, 2021 and March 31, 2021. As of July 26, 2021, we have collected 84%, 92%, 96% and 97% of billed base rent charges related to the three months ended June 30, 2020, September 30, 2020, December 31, 2020 and

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March 31, 2021, respectively, as compared to 81%, 89%, 95% and 96% as of April 26, 2021, respectively. If our cash collection activity deteriorates, and if we reach additional agreements with tenants to defer or abate rent, our operating cash flows and liquidity will be negatively impacted. We can make no assurances that the in-process lease amendments will ultimately be executed in the lease concession type being actively negotiated, or at all. Over the last several years as we worked to fortify our balance sheet, we funded debt maturities primarily through capital markets transactions, including public and private offerings of senior unsecured notes, as well as asset dispositions. As of June 30, 2021, we have no scheduled debt maturities and $1,215 of principal amortization due through the end of 2021, which we plan on satisfying through a combination of cash flows from operations, working capital and our unsecured revolving line of credit, subject to the restrictions set forth in the Merger Agreement.

The table below summarizes our consolidated indebtedness as of June 30, 2021:

Debt	Aggregate Principal Amount		Weighted Average Interest Rate		Maturity Date	Weighted Average Years to Maturity
Fixed rate mortgages payable (a)	$	90,962	4.37	%	Various	3.5 years
Unsecured notes payable:
Senior notes – 4.58% due 2024	150,000		4.58	%	June 30, 2024	3.0 years
Senior notes – 4.00% due 2025	350,000		4.00	%	March 15, 2025	3.7 years
Senior notes – 4.08% due 2026	100,000		4.08	%	September 30, 2026	5.3 years
Senior notes – 4.24% due 2028	100,000		4.24	%	December 28, 2028	7.5 years
Senior notes – 4.82% due 2029	100,000		4.82	%	June 28, 2029	8.0 years
Senior notes – 4.75% due 2030	400,000		4.75	%	September 15, 2030	9.2 years
Total unsecured notes payable (a)	1,200,000		4.42	%		6.3 years
Unsecured credit facility:
Revolving line of credit – variable rate	—		1.20	%	April 22, 2022 (b)	0.8 years
Unsecured term loans:
Term Loan Due 2023 – fixed rate (c)	200,000		4.10	%	November 22, 2023	2.4 years
Term Loan Due 2024 – fixed rate (d)	120,000		2.88	%	July 17, 2024	3.0 years
Term Loan Due 2026 – fixed rate (e) (f)	150,000		3.37	%	July 17, 2026	5.0 years
Total unsecured term loans (a)	470,000		3.56	%		3.4 years
Total consolidated indebtedness	$	1,760,962	4.19	%		5.4 years

(a)Fixed rate mortgages payable excludes mortgage discount of $(428) and capitalized loan fees of $(160), net of accumulated amortization, as of June 30, 2021. Unsecured notes payable excludes discount of $(6,044) and capitalized loan fees of $(6,912), net of accumulated amortization, as of June 30, 2021. Unsecured term loans exclude capitalized loan fees of $(2,105), net of accumulated amortization, as of June 30, 2021. Capitalized loan fees related to the revolving line of credit are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.

(b)Subsequent to June 30, 2021, we entered into our sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026 with the option to extend for two additional six-month periods at our election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity. See Note 7 to the accompanying condensed consolidated financial statements for further details.

(c)Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of June 30, 2021.

(d)Reflects $120,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of June 30, 2021.

(e)Reflects $150,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of June 30, 2021.

(f)Subsequent to June 30, 2021, we amended the pricing terms of the Term Loan Due 2026, which will bear interest at a rate of LIBOR plus a credit spread based on a leverage grid ranging from 1.20% to 1.70%. In accordance with the amended unsecured term loan agreement, we may elect to convert to an investment grade pricing grid.

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Mortgages Payable

During the six months ended June 30, 2021, we made scheduled principal payments of $1,194 related to amortizing loans.

Unsecured Term Loans and Revolving Line of Credit

Unsecured Credit Facility

On April 23, 2018, we entered into our fifth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility). The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on our leverage, as calculated at the previous quarter end, and we have the option to make an irrevocable election to convert to an investment grade pricing grid. As of June 30, 2021, making such an election would have resulted in a higher interest rate and, as such, we have not made the election to convert to an investment grade pricing grid.

The following table summarizes the key terms of the unsecured revolving line of credit as of June 30, 2021:

				Leverage-Based Pricing		Investment Grade Pricing
Unsecured Credit Facility	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	4/22/2022	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.825%–1.55%	0.125%–0.30%

The Unsecured Credit Facility has a $500,000 accordion option that allows us, at our election, to increase the total Unsecured Credit Facility up to $1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) our ability to obtain additional lender commitments.

Subsequent to June 30, 2021, we entered into our sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit that will be priced on a leverage grid at a rate of LIBOR plus a credit spread.

The following table summarizes the key terms of the sixth amended and restated unsecured credit agreement:

				Leverage-Based Pricing		Investment Grade Pricing
Sixth Amended and Restated Unsecured Credit Agreement	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	1/8/2026	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.725%–1.40%	0.125%–0.30%

The sixth amended and restated unsecured credit agreement has a $750,000 accordion that allows us, at our election, to increase the total unsecured revolving line of credit up to $1,600,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) our ability to obtain additional lender commitments. The sixth amended and restated unsecured credit agreement also includes a sustainability metric based on targeted greenhouse gas emission reductions, which permits us to reduce the applicable grid-based spread by one basis point annually upon attainment.

As of June 30, 2021, we had letters of credit outstanding totaling $291 that serve as collateral for certain capital improvements at one of our properties and reduce the available borrowings on our unsecured revolving line of credit.

Unsecured Term Loans

As of June 30, 2021, we have the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR plus a credit spread based on a leverage grid. In accordance with the respective term loan agreements, the credit spread set forth in the leverage grid resets quarterly based on our leverage, as calculated at the previous quarter end, and we have the option to make an irrevocable election to convert to an investment grade pricing grid. As of June 30, 2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in higher interest rates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, we have not made the election to convert to an investment grade pricing grid.

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The following table summarizes the key terms of the unsecured term loans as of June 30, 2021:

Unsecured Term Loans	Maturity Date	Leverage-Based Pricing Credit Spread	Investment Grade Pricing Credit Spread
$200,000 unsecured term loan due 2023	11/22/2023	1.20% – 1.85%	0.85% – 1.65%
$120,000 unsecured term loan due 2024	7/17/2024	1.20% – 1.70%	0.80% – 1.65%
$150,000 unsecured term loan due 2026	7/17/2026	1.50% – 2.20%	1.35% – 2.25%

The Term Loan Due 2023 has a $100,000 accordion option that allows us, at our election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) our ability to obtain additional lender commitments.

The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow us, at our election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) our ability to obtain additional lender commitments.

Subsequent to June 30, 2021, we amended the pricing terms of the Term Loan Due 2026 as follows:

Term Loan Due 2026	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$150,000 unsecured term loan due 2026	7/17/2026	1.20	%	–	1.70%	0.75	%	–	1.60%

The amendment to the Term Loan Due 2026 also includes a sustainability metric based on targeted greenhouse gas emission reductions, which permits us to reduce the applicable grid-based spread on the Term Loan Due 2026 by one basis point annually upon attainment.

Debt Maturities

The following table summarizes the scheduled maturities and principal amortization of our indebtedness as of June 30, 2021 for the remainder of 2021, each of the next four years and thereafter, and the weighted average interest rates by year, as well as the fair value of our indebtedness as of June 30, 2021.

	2021			2022			2023			2024			2025			Thereafter			Total			Fair Value
Debt:
Fixed rate debt:
Mortgages payable (a)	$	1,215		$	26,641		$	31,758		$	1,737		$	1,809		$	27,802		$	90,962		$	91,982
Fixed rate term loans (b)	—			—			200,000			120,000			—			150,000			470,000			470,238
Unsecured notes payable (c)	—			—			—			150,000			350,000			700,000			1,200,000			1,295,501
Total fixed rate debt	1,215			26,641			231,758			271,737			351,809			877,802			1,760,962			1,857,721
Variable rate debt:
Variable rate revolving line of credit (d)	—			—			—			—			—			—			—			—
Total debt (e)	$	1,215		$	26,641		$	231,758		$	271,737		$	351,809		$	877,802		$	1,760,962		$	1,857,721
Weighted average interest rate on debt:
Fixed rate debt	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%
Variable rate debt (f)	—			1.20		%	—			—			—			—			1.20		%
Total	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%

(a)Excludes mortgage discount of $(428) and capitalized loan fees of $(160), net of accumulated amortization, as of June 30, 2021.

(b)Excludes capitalized loan fees of $(2,105), net of accumulated amortization, as of June 30, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of June 30, 2021, the applicable credit spread for (i) was 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.

(c)Excludes discount of $(6,044) and capitalized loan fees of $(6,912), net of accumulated amortization, as of June 30, 2021.

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(d)Subsequent to June 30, 2021, we entered into our sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026.

(e)The weighted average years to maturity of consolidated indebtedness was 5.4 years as of June 30, 2021.

(f)Represents interest rate as of June 30, 2021, however, the revolving line of credit was not drawn as of June 30, 2021.

Our unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the Notes Due 2025, (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the Notes Due 2030, contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in the covenant calculations are based on the most recent four fiscal quarters of activity. As such, the impact of short-term relative adverse operating results, if any, on our financial covenants is partially mitigated by previous and/or subsequent operating results. As of June 30, 2021, we believe we were in compliance with the financial covenants and default provisions under the unsecured debt agreements.

We plan on addressing our debt maturities through a combination of (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) our unsecured revolving line of credit, subject to the restrictions set forth in the Merger Agreement.

Distributions and Equity Transactions

Our distributions of current and accumulated earnings and profits for U.S. federal income tax purposes are taxable to shareholders, generally, as ordinary income. Distributions in excess of these earnings and profits generally are treated as a non-taxable reduction of the shareholders’ basis in the shares to the extent thereof (non-dividend distributions) and thereafter as taxable gain. We intend to continue to qualify as a REIT for U.S. federal income tax purposes. The Internal Revenue Code of 1986, as amended (the Code) generally requires that a REIT annually distributes to its shareholders at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. The Code imposes tax on any undistributed REIT taxable income.

To satisfy the requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make distributions of all, or substantially all, of our taxable income to shareholders. Our future distributions are subject to the restrictions set forth in the Merger Agreement, including (1) that the declaration and payment by us of regular quarterly dividends, aggregated and paid quarterly in accordance with past practice, will be at a quarterly rate not to exceed $0.075 per share, and (2) that we will coordinate the record and payment date of any such dividend with Kite, which will be consistent with Kite’s historical record and payment dates. When determining the amount of future distributions, we expect to consider, among other factors, (i) the amount of cash generated from our operating activities, (ii) our expectations of future cash flow, (iii) our determination of near-term cash needs for debt repayments and potential future share repurchases, (iv) the market of available acquisitions of new properties and redevelopment, expansion and pad development opportunities, (v) the timing of significant re-leasing activities and the establishment of additional cash reserves for anticipated tenant allowances and general property capital improvements, (vi) our ability to continue to access additional sources of capital, (vii) the restrictions set forth in the Merger Agreement, including those noted above, and (viii) the amount required to be distributed to maintain our status as a REIT, which is a requirement of our unsecured credit agreement, and to avoid or minimize any income and excise taxes that we otherwise would be required to pay. Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet the REIT distribution requirements.

We declared quarterly distributions totaling $0.145 per share of common stock during the six months ended June 30, 2021, comprised of the first quarter 2021 distribution of $0.07 per share and the second quarter 2021 distribution of $0.075 per share.

We have an existing common stock repurchase program under which we may repurchase, from time to time, up to a maximum of $500,000 of shares of our Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of our assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase

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program may be suspended or terminated at any time without prior notice. We did not repurchase any shares during the six months ended June 30, 2021. As of June 30, 2021, $189,105 remained available for repurchases of shares of our common stock under our common stock repurchase program. Subsequent to June 30, 2021, in connection with the Merger Agreement, we suspended the common stock repurchase program.

On April 1, 2021, we established an at-the-market (ATM) equity program under which we may issue and sell shares of our Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of our Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt. We did not sell any shares under our ATM equity program during the six months ended June 30, 2021. As of June 30, 2021, we had Class A common shares having an aggregate offering price of up to $250,000 remaining available for sale under our ATM equity program. Subsequent to June 30, 2021, in connection with the Merger Agreement, we suspended the ATM equity program.

Capital Expenditures and Redevelopment Activity

We anticipate that obligations related to capital improvements and redevelopments, including expansions and pad developments, in 2021, subject to the restrictions contained in the Merger Agreement, can be met with (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) our unsecured revolving line of credit.

As of June 30, 2021, we have active expansion and redevelopment projects at Circle East, One Loudoun Downtown, The Shoppes at Quarterfield and a vacant pad development at Southlake Town Square and we have invested a total of approximately $131,000 in these projects, which is net of proceeds of $11,820 from the sale of air rights at Circle East and net of contributions from our joint venture partner at One Loudoun Downtown. These projects are at various stages of completion, and based on our current plans and estimates, we anticipate that it will require approximately $52,000 to $65,000 of additional investment from us to complete these projects.

We capitalized $771 and $1,487 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three and six months ended June 30, 2021, respectively, and $641 and $1,267 during the three and six months ended June 30, 2020, respectively. We also capitalized internal leasing incentives of $106 and $163 during the three and six months ended June 30, 2021, respectively, and $42 and $102 during the three and six months ended June 30, 2020, respectively, all of which were incremental to signed leases.

In addition, we capitalized $2,020 and $3,831 of indirect project costs related to redevelopment projects during the three and six months ended June 30, 2021, including, among other costs, $359 and $768 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $1,254 and $2,546 of interest, respectively. We capitalized $1,347 and $2,663 of indirect project costs related to redevelopment projects during the three and six months ended June 30, 2020, including, among other costs, $329 and $701 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $736 and $1,521 of interest, respectively.

Dispositions

We did not sell any properties during the six months ended June 30, 2021. The following table highlights our property disposition during 2020:

	Number of Properties Sold	Square Footage	Consideration		Aggregate Proceeds, Net (a)		Debt Extinguished
2020 Disposition	1	105,900	$	13,900	$	12,695	$	—

(a)Represents total consideration net of transaction costs.

In addition to the transaction presented in the preceding table, during the year ended December 31, 2020, we received proceeds of $26 from a condemnation award.

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Acquisitions

We did not acquire any properties during the six months ended June 30, 2021. The following table highlights our asset acquisition during 2020:

	Number of Assets Acquired	Square Footage	Acquisition Price		Mortgage Debt
2020 Acquisition (a)	1	154,700	$	55,000	$	—

(a)2020 acquisition is the fee interest in our Fullerton Metrocenter multi-tenant retail operating property. In connection with this acquisition, we also assumed the lessor position in a ground lease with a shadow anchor. The total number of properties in our portfolio was not affected by this transaction.

Summary of Cash Flows

	Six Months Ended June 30,
	2021		2020		Change
Net cash provided by operating activities	$	106,346	$	64,425	$	41,921
Net cash used in investing activities	(50,013)		(106,878)		56,865
Net cash (used in) provided by financing activities	(30,541)		45,656		(76,197)
Increase in cash, cash equivalents and restricted cash	25,792		3,203		22,589
Cash, cash equivalents and restricted cash, at beginning of period	45,329		14,447
Cash, cash equivalents and restricted cash, at end of period	$	71,121	$	17,650

Cash Flows from Operating Activities

Cash flows from operating activities consist primarily of net income from property operations, adjusted for the following, among others: (i) depreciation and amortization, (ii) provision for impairment of investment properties, (iii) gain on sales of investment properties, and (iv) amortization of stock-based compensation, loan fees and debt discount, net. Net cash provided by operating activities during the six months ended June 30, 2021 increased $41,921 primarily due to the following:

•a $22,004 increase in comparative changes in accounts receivable, net due to an increase in cash collections of charges billed to tenants, including collection of charges from prior periods, and the collection of amounts previously deferred under lease concession agreements as a result of COVID-19;

•an $18,152 increase in NOI, consisting of an increase in Same Store NOI of $18,590, partially offset by a decrease in NOI from properties that were sold or held for sale in 2020 and 2021 and other properties not included in our same store portfolio of $438;

•an $1,862 decrease in cash bonuses paid;

•a $289 decrease in cash paid for leasing fees and inducements; and

partially offset by

•a $2,003 increase in cash paid for interest; and

•ordinary course fluctuations in working capital accounts.

See “Impact of the COVID-19 Pandemic” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the impact of COVID-19 on our cash flows.

We believe that cash flows from operations, working capital and our unsecured revolving line of credit will provide sufficient liquidity to sustain future operations, subject to the restrictions contained in the Merger Agreement; however, we cannot provide any such assurances.

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Cash Flows from Investing Activities

Cash flows from investing activities consist primarily of cash paid to purchase investment properties and fund capital expenditures, tenant improvements and developments in progress, net of proceeds from the sales of investment properties. Net cash flows from investing activities during the six months ended June 30, 2021 increased $56,865 due to the following:

•a $54,970 decrease in cash paid to purchase investment properties;

•a $10,708 decrease capital expenditures and tenant improvements; and

•a $2,556 decrease in investment in developments in progress;

partially offset by

•an $11,369 decrease in proceeds from the sales of investment properties.

In 2021, subject to the restrictions contained in the Merger Agreement, we expect to fund redevelopment, expansion and pad development activities, acquisitions, capital expenditures and tenant improvements through cash flows generated from operations, working capital, capital markets transactions and our unsecured revolving line of credit.

Cash Flows from Financing Activities

Cash flows from financing activities primarily consist of proceeds from our unsecured revolving line of credit and the issuance of debt instruments, partially offset by (i) repayments of our unsecured revolving line of credit, unsecured debt instruments and mortgages payable, (ii) distribution payments, (iii) payment of loan fees and deposits, (iv) debt prepayment costs, (v) principal payments on mortgages payable, and (vi) shares repurchased through our common stock repurchase program. Net cash flows from financing activities during the six months ended June 30, 2021 decreased $76,197 primarily due to the following:

•a $117,000 change in the activity on our unsecured revolving line of credit from net proceeds of $117,000 during the six months ended June 30, 2020 compared to net proceeds of $0 during the six months ended June 30, 2021;

partially offset by

•a $42,965 decrease in distributions paid.

We plan to continue to address our debt maturities through a combination of (i) cash flows from operations, (ii) working capital, (iii) capital markets transactions and (iv) our unsecured revolving line of credit, subject to the restrictions contained in the Merger Agreement.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Contractual Obligations

During the six months ended June 30, 2021, except as otherwise disclosed herein, there were no material changes outside the normal course of business to the contractual obligations identified in our Annual Report on Form 10-K for the year ended December 31, 2020.

Critical Accounting Policies and Estimates

Our 2020 Annual Report on Form 10-K contains a description of our critical accounting policies, including those relating to the collectibility of lease income and accounts receivable and impairment of long-lived assets. For the six months ended June 30, 2021, there were no significant changes to these policies.

Impact of Recently Issued Accounting Pronouncements

See Note 2 – Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements regarding recently issued accounting pronouncements.

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Subsequent Events

Subsequent to June 30, 2021, we

•entered into our sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit and amended the pricing terms of the Term Loan Due 2026. See Note 7 to the accompanying condensed consolidated financial statements for further details;

•closed on the acquisition of Arcadia Village, a 37,000 square foot multi-tenant retail operating property located in Phoenix, Arizona, for a gross purchase price of $21,000;

•paid the cash dividend for the second quarter of 2021 of $0.075 per share on our outstanding Class A common stock, which was paid on July 9, 2021 to Class A common shareholders of record at the close of business on June 25, 2021; and

•declared the cash dividend for the third quarter of 2021 of $0.075 per share on our outstanding Class A common stock, which will be paid on October 8, 2021 to Class A common shareholders of record at the close of business on October 1, 2021.

Proposed Merger with Kite Realty Group Trust

On July 18, 2021, we entered into a definitive Merger Agreement with Kite and Merger Sub. Upon the terms and subject to the conditions set forth in the Merger Agreement, we will merge with and into Merger Sub, with Merger Sub surviving the Merger. At the Effective Time, each share of our Class A common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional common shares of Kite. During the period from the date of the Merger Agreement until the completion of the Merger, we are subject to certain restrictions on our ability to engage with third parties regarding alternative acquisition proposals and on the conduct of our business.

Our board of directors and the board of trustees of Kite each have unanimously approved the transaction. The closing of the Merger is expected to occur in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including the approval of both Kite and our shareholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

In connection with the Merger Agreement, we suspended our common stock repurchase program and ATM equity program.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We may be exposed to interest rate changes primarily as a result of our long-term debt that is used to maintain liquidity and fund our operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates, and in some cases variable rates with the ability to convert to fixed rates.

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

As of June 30, 2021, we had $470,000 of variable rate debt based on LIBOR that has been swapped to fixed rate debt through interest rate swaps. Our interest rate swaps as of June 30, 2021 are summarized in the following table:

	Notional Amount		Maturity Date	Fair Value of Derivative Liability
Term Loan Due 2023	$	200,000	November 22, 2023	$	11,825
Term Loan Due 2024	120,000		July 17, 2024	4,262
Term Loan Due 2026	150,000		July 17, 2026	6,740
	$	470,000		$	22,827

For a discussion concerning the scheduled debt maturities and principal amortization of our indebtedness as of June 30, 2021 for the remainder of 2021, each of the next four years and thereafter and the weighted average interest rates by year to evaluate the expected cash flows and sensitivity to interest rate changes, refer to Note 7 – Debt in the accompanying condensed consolidated financial statements and Part I, “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Maturities” contained herein.

A decrease of 1% in market interest rates would result in a hypothetical increase in our derivative liability of approximately $16,443.

The combined carrying amount of our debt is approximately $112,408 lower than the fair value as of June 30, 2021.

As of June 30, 2021, we had $470,000 of variable rate debt that has been swapped to fixed rate debt and access to a variable rate revolving line of credit with an interest rate of 1.20% based on LIBOR; however, the revolving line of credit was not drawn as of June 30, 2021. An increase in the variable interest rate on the revolving line of credit constitutes a market risk. If interest rates increase by 1%, there would be no change to interest expense as the revolving line of credit is undrawn as of June 30, 2021.

Subject to the restrictions contained in the Merger Agreement, we may use additional derivative financial instruments to hedge exposures to changes in interest rates. To the extent we do, we are exposed to market and credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we generally are not exposed to the credit risk of the counterparty. We minimize credit risk in derivative instruments by entering into transactions with highly rated counterparties or with the same party providing the financing, with the right of offset.

When LIBOR is discontinued, the interest rate for certain of our debt instruments, including our unsecured credit facility revolving line of credit, Term Loan Due 2023, Term Loan Due 2024 and Term Loan Due 2026, and interest rate swap agreements that are indexed to LIBOR will be based on a replacement rate or an alternate base rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the replacement rate or alternate base rate could be higher or more volatile than LIBOR prior to its discontinuance. We understand that LIBOR is expected to remain available through June 30, 2023 and that banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021.

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ITEM 4. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to the members of senior management and the board of directors.

Based on management’s evaluation as of June 30, 2021, our Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, to allow timely decisions regarding required disclosure.

There were no changes to our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, we believe, based on currently available information, that the final outcome of such matters will not have a material effect on our condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such factors (including, without limitation, the matters discussed in Part I. “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and other than risks related to the Merger Agreement set forth below, there have been no material changes to our risk factors during the three months ended June 30, 2021 compared to those risk factors presented in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020.

RISKS RELATED TO THE MERGER

The exchange ratio is fixed and the value of Kite common shares that our stockholders will receive in the Merger will fluctuate based on the market price of Kite common shares.

At the Effective Time, each outstanding share of our Class A common stock (other than shares held by Kite or any Kite subsidiary) will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional Kite common shares into which such shares of our Class A common stock would have been converted pursuant to the terms and subject to the conditions set forth in the Merger Agreement.

Because the exchange ratio of 0.623 is fixed, other than customary adjustments in the event of certain changes in Kite’s or our capitalization or the payment of certain dividends by Kite or us reasonably necessary to maintain its REIT qualification and/or to avoid the imposition of U.S. federal income or excise tax, the value of the consideration to be received by our stockholders in the Merger will depend on the market price of Kite common shares at the time of the Merger. Changes in the market price of common shares of Kite prior to the Merger will affect the market value of the merger consideration that our stockholders will be entitled to receive on the closing date of the Merger. Market price changes may result from a variety of factors (many of which are beyond the control of us and Kite), including the following factors:

•market reaction to the announcement of the Merger and the prospects of the combined company;

•changes in the respective businesses, operations, assets, liabilities and prospects of us and Kite;

•changes in market assessments of the business, operations, financial position and prospects of either company;

•market assessments of the likelihood that the Merger will be completed;

•interest rates, general market and economic conditions and other factors generally affecting the market prices of our Class A common stock and the common shares of Kite;

•federal, state and local legislation, governmental regulation and legal developments in the businesses in which we and Kite operate; and

•other factors beyond the control of us and Kite, including those described or referred to elsewhere in this “Risk Factors” section.

The market price of common shares of Kite at the closing of the Merger may vary from its price on the date the Merger Agreement was executed, on the date of the proxy statement/prospectus and on the dates of our special meeting and Kite’s special meeting. As a result, the market value of the merger consideration represented by the exchange ratio will also vary. For example, based on the range of closing prices of Kite common shares during the period from July 16, 2021, the last trading day before public announcement of the Merger, through August 3, 2021, the exchange ratio of 0.623 represented a market value per share of our Class A common stock ranging from a low of $11.68 to a high of $12.98.

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Because the Merger will be completed after the date of our and Kite’s special meetings, at the time of the special meetings you will not know the exact market value of the Kite common shares that you will receive upon completion of the Merger. You should consider, among other things:

•if the market price of the Kite common shares increases between the date the Merger Agreement was signed, the date of the proxy statement/prospectus or the date of our special meeting and the closing of the Merger, our stockholders will receive Kite common shares that have a market value upon completion of the Merger that is greater than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed, the date of the proxy statement/prospectus or the dates of the special meetings, respectively; and

•if the market price of the Kite common shares declines between the date the Merger Agreement was signed, the date of the proxy statement/prospectus or on the dates of the special meetings and the closing of the Merger, our stockholders will receive Kite common shares that have a market value upon completion of the Merger that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed, the date of the proxy statement/prospectus or on the dates of the special meetings, respectively.

Therefore, while the number of common shares of Kite to be issued per share of our Class A common stock is fixed, our stockholders cannot be sure of the market value of the merger consideration they will receive upon completion of the Merger.

The proposed Merger with Kite may not be completed on the terms or timeline contemplated, or at all, and other events may intervene to delay or result in the termination of the proposed Merger.

We expect that the Merger will be completed in the fourth quarter of 2021, assuming all the conditions to closing in the Merger Agreement are satisfied or waived. Certain events may delay the completion of the Merger or result in a termination of the Merger Agreement. Some of these events are outside of our control. The completion of the Merger is subject to certain conditions, including:

•receipt of requisite approvals from Kite’s common shareholders and our stockholders;

•on the SEC having declared effective the registration statement on Form S-4 that will be filed by Kite in connection with the Merger and the absence of any stop order or proceedings seeking a stop order;

•the absence of any temporary restraining order, preliminary or permanent injunction or other judgement, order or decree issued by any governmental authority of competent jurisdiction prohibiting consummation of the Merger or any other transaction contemplated by the Merger Agreement, and the absence of any law enacted, entered, promulgated or enforced by any governmental entity after the date of the Merger Agreement that, in any case, makes illegal the consummation of the Merger;

•the approval for listing on the New York Stock Exchange of the common shares of Kite to be issued in connection with the Merger, subject to official notice of issuance;

•the absence of a material adverse effect on either the Company or Kite;

•accuracy of each party’s representations and warranties in the Merger Agreement, subject in most cases to materiality or material adverse effect qualifications, and performance in all material respects of each party’s covenants and agreements in the Merger Agreement;

•the receipt of tax opinions relating to the status as a real estate investment trust of each company and the tax-free nature of the transaction; and

•other customary conditions specified in the Merger Agreement.

In addition, the Merger Agreement may be terminated under certain circumstances, including by either the Company or Kite if (1) the Merger has not been consummated on or before March 31, 2022; (2) a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining or otherwise prohibiting the Merger, and such order or other action shall have become final and non-appealable; (3) upon a failure of either party to obtain approval of its shareholders or stockholders; (4) upon a material, uncured breach by the other party that would cause the closing conditions not to be satisfied, subject to a 45-day cure period; (5) if the other party’s board makes an adverse recommendation change with respect to the transaction; or (6) prior to obtaining approval of its shareholders or stockholders, and upon payment of the

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applicable termination fee, in order to enter into a definitive agreement with a third party with respect to a superior acquisition proposal.

There can be no assurance that the conditions to closing will be satisfied or waived on the terms or timeline currently contemplated, or at all or that other events will not intervene to delay or result in the termination of the proposed Merger.

Failure to complete the Merger could negatively affect the value of our Class A common stock and our future business and financial results.

If the Merger is not completed, our ongoing business could be adversely affected and we will be subject to a variety of risks associated with the failure to complete the Merger, including the following:

•the requirement in the Merger Agreement that, under certain circumstances, we pay Kite a termination fee of $107 million and may also be required, under certain circumstances, to pay Kite an expense reimbursement of up to $15 million, with the actual amount of such termination fee and expense reimbursement payment subject to an escrow and adjustment mechanism for REIT compliance purposes to provide for a lesser amount if necessary to be paid to Kite without causing Kite to fail to meet its REIT requirements for such year;

•having to pay substantial costs relating to the Merger in connection with the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the Merger;

•having our management focusing on the Merger instead of pursuing other opportunities that could be beneficial to the companies, in each case, without realizing any benefits of having the Merger completed; and

•reputational harm due to the adverse perception of any failure to successfully complete the Merger.

If the Merger is not completed, we cannot assure our stockholders that these risks will not materialize and will not materially affect our business, financial results and stock price.

The pendency of the Merger could adversely affect our business and operations.

In connection with the pending Merger, some of our tenants, prospective tenants or vendors may delay or defer decisions, which could adversely affect our revenues, earnings, funds from operations, cash flows and expenses, regardless of whether the Merger is completed. Similarly, our current and prospective employees may experience uncertainty about their future roles with the combined company following the Merger, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Merger. In addition, due to interim operating covenants in the Merger Agreement, we may be unable (without Kite’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.

Shareholder litigation could prevent or delay the closing of the Merger or otherwise negatively affect our business and operations.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. We cannot assure you as to the outcome of any lawsuit that may be filed, including the amount of costs associated with defending claims or any other liabilities that may be incurred in connection with such litigation. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe or may prevent the Merger from being consummated altogether. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of our business.

The Merger Agreement contains provisions that could make it difficult for a third party to acquire us prior to the Merger.

The Merger Agreement provides that, until the Effective Time, subject to customary exceptions, each of the Company and Kite are subject to certain restrictions on (1) soliciting proposals relating to certain alternative transactions, (2) entering into discussions or negotiating or providing non-public information in connection with any proposal for an alternative transaction from a third party, (3) approving or entering into any agreements providing for any such alternative transaction, or (4) agreeing to or proposing publicly to do any of the foregoing. Notwithstanding these “no-shop” restrictions, prior to obtaining the

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approval of Company stockholders and the approval of Kite shareholders, under specified circumstances the board of directors of the Company and the board of trustees of Kite, respectively, may change their recommendations of the transaction, and the Company and Kite may each also terminate the Merger Agreement to accept a superior proposal upon payment of the termination fees described below.

If the Merger Agreement is terminated because (1) the Company’s board changes its recommendation in favor of the transactions contemplated by the Merger Agreement, (2) the Company terminates the Merger Agreement to enter into a definitive agreement with a third party with respect to a superior acquisition proposal, or (3) the Company consummates or enters into an agreement for an alternative transaction within 12 months following termination under certain circumstances, the termination fee payable by the Company to Kite in such circumstances is $107 million. The Merger Agreement also provides that the Company must pay Kite an expense reimbursement of up to $15 million if the Merger Agreement is terminated for breach or because such its stockholders vote against the transactions contemplated by the Merger Agreement. The actual amount of the termination fee and expense reimbursement payment is subject to an escrow and adjustment mechanism for REIT compliance purposes to provide for a lesser amount if necessary to be paid to Kite without causing Kite to fail to meet its REIT requirements for such year.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of us from considering or proposing such an acquisition, even if the potential acquirer were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received or realized in the Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the Merger Agreement.

RISKS RELATED TO THE COMBINED COMPANY FOLLOWING THE MERGER

The combined company may incur substantial expenses related to the Merger.

The combined company may incur substantial expenses in connection with completing the Merger and integrating our business, operations, networks, systems, technologies, policies and procedures with those of Kite. There are several systems that must be integrated, including accounting and finance and asset management. While Kite has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of the combined company’s integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the Merger could, particularly in the near term, exceed the savings that the combined company expects 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.

Following the Merger, the combined company may be unable to integrate our business and Kite’s business successfully and realize the anticipated synergies and other benefits of the Merger or do so within the anticipated time frame.

The Merger involves the combination of two companies that currently operate as independent public companies. The combined company will be required to devote significant management attention and resources to integrating the business practices and operations of us and Kite. Potential difficulties the combined company may encounter in the integration process include the following:

•the inability to successfully combine the businesses of us and Kite in a manner that permits the combined company to achieve the cost savings anticipated to result from the Merger, which would result in the anticipated benefits of the Merger not being realized in the timeframe currently anticipated or at all;

•the risk of not realizing all of the anticipated operational efficiencies or other anticipated strategic and financial benefits of the Merger within the expected timeframe or at all;

•lost sales and tenants as a result of certain tenants of us or Kite deciding not to continue to do business with the combined company;

•the complexities associated with integrating personnel from the two companies;

•the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, strategies, markets and tenant bases;

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•the failure to retain key employees, including potential departures of employees of either company before the Merger or of the combined company after the Merger because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger;

•potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger; and

•performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations.

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the combined company’s management, the disruption of the combined company’s ongoing business or inconsistencies in the combined company’s operations, services, standards, controls, procedures and policies, any of which could adversely affect the ability of the combined company to maintain relationships with tenants, vendors and employees or to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the combined company.

The market price of the combined company’s common stock after the Merger may be volatile or may decline as a result of the Merger.

The United States stock markets, including the New York Stock Exchange on which the combined company’s common shares will continue to be listed under the symbol “KRG” after the Merger, have experienced significant price and volume fluctuations. As a result, the market price of the combined company’s common shares is likely to be similarly volatile, and investors in the combined company’s common shares may experience a decrease in the value of their shares, including decreases unrelated to the combined company’s operating performance or prospects. We cannot assure you that the market price of the combined company’s common shares will not fluctuate or decline significantly in the future. For example, the market price of the combined company’s common shares may decline as a result of the Merger if the combined company does not achieve the perceived benefits of the Merger or the effect of the Merger on the combined company’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the Merger, our stockholders will own interests in a combined company, which will operate an expanded business with a different mix of properties, risks and liabilities. Our current stockholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company. If, following the Effective Time of the Merger, significant amounts of the combined company’s common shares are sold, the price of the combined company’s common shares could decline.

The combined company may incur adverse tax consequences if either us or Kite has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

Each of the Company and Kite has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the time of the Merger. Each of the Company and Kite intend for the combined company to continue operating in such a manner following the Merger. The closing of the Merger is conditioned on the receipt by us of an opinion of Kite’s counsel to the effect that Kite has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and Kite’s actual and proposed method of operation has enabled it and will continue to enable it to satisfy the requirements for qualification and taxation as a REIT. The foregoing REIT opinion, however, is limited to the factual representations provided by Kite to its counsel and the assumptions set forth therein, and is not a guarantee that Kite, in fact, has qualified or will continue to qualify as a REIT. Moreover, Kite has not requested nor plans to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations is greater in the case of a REIT, like Kite, that holds assets through a partnership. The determination of various factual matters and circumstances not entirely within Kite’s control may affect its ability to qualify as a REIT.

If the Company or Kite (or, following the Merger, the combined company) loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because:

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•it would be subject to U.S. federal income tax on its net income at regular corporate rates for the years it did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing its taxable income);

•it could be subject to increased state and local taxes for such periods;

•unless it is entitled to relief under applicable statutory provisions, neither it nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified; and

•for five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, it could be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election.

As a result of all these factors, the Company’s or Kite’s (or following the Merger, the combined company’s) failure to qualify as a REIT could impair the combined company’s ability to expand its business and raise capital and would materially adversely affect the value of its stock.

If the Merger does not qualify as a tax-free reorganization, there may be adverse tax consequences.

The Merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The closing of the Merger is conditioned on the receipt by each of Kite and us of an opinion of its respective counsel to the effect that the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The foregoing opinions, however, are limited to the factual representations provided by Kite and us to counsel and the assumptions set forth therein, and are not a guarantee that the Merger, in fact, will qualify as a tax-free reorganization. Moreover, neither we nor Kite has requested or plans to request a ruling from the IRS that the Merger qualifies as a tax-free reorganization. If the Merger were to fail to qualify as a tax-free reorganization, then each of our stockholders generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the common shares of Kite and cash in lieu of any fractional common share of Kite received by our stockholders in the Merger; and (ii) our stockholders’ adjusted tax basis in our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)Not applicable.

(b)Not applicable.

(c)Issuer Purchases of Equity Securities

From time to time, employees surrender shares of Class A common stock to the Company to satisfy their tax withholding obligations in connection with the vesting of common stock and restricted shares. There were no shares of Class A common stock surrendered or repurchased during the three months ended June 30, 2021.

As of June 30, 2021, $189,105 remained available for repurchases under our $500,000 common stock repurchase program, which has no scheduled expiration date. Subsequent to June 30, 2021, our common stock repurchase program was suspended in connection with the proposed Merger and the applicable restrictions set forth in the Merger Agreement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

54

ITEM 6. EXHIBITS

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, KRG Oak, LLC and the Registrant (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated July 19, 2021 and incorporated herein by reference).
3.1	Amendment No. 3 to the Sixth Amended and Restated Bylaws of the Registrant, dated July 17, 2021 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated July 19, 2021 and incorporated herein by reference).
10.1	Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021, by and among the Registrant as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. as Joint Book Managers, Wells Fargo Bank, National Association as Syndication Agent, Capital One, National Association, PNC Capital Markets LLC, Regions Capital Markets, and TD Bank, N.A. as Joint Lead Arrangers, each of Capital One, National Association, PNC Bank, National Association, Regions Bank, TD Bank, N.A., U.S. Bank National Association, Bank of America, N.A., Citibank, N.A., and The Bank of Nova Scotia as Documentation Agents, and certain lenders from time to time parties hereto, as Lenders (filed herewith).
10.2	Second Amendment to Term Loan Agreement, dated as of July 19, 2021, by and among the Registrant as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties hereto, as Lenders (filed herewith).
10.3	Retention Agreement Amendment, dated as of July 18, 2021, by and between the Registrant and Steven P. Grimes (filed herewith).
10.4	Retention Agreement Amendment, dated as of July 18, 2021, by and between the Registrant and Shane C. Garrison (filed herewith).
10.5	Retention Agreement Amendment, dated as of July 18, 2021, by and between the Registrant and Julie M. Swinehart (filed herewith).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
31.2	Certification of Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
32.1	Certification of Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith).
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith).

55

SIGNATURES

Pursuant to the requirements 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.

RETAIL PROPERTIES OF AMERICA, INC.

By:	/s/ STEVEN P. GRIMES
	Steven P. Grimes
	Chief Executive Officer
	(Principal Executive Officer)
Date:	August 4, 2021
By:	/s/ JULIE M. SWINEHART
	Julie M. Swinehart
	Executive Vice President,
	Chief Financial Officer and Treasurer
	(Principal Financial Officer and
	Principal Accounting Officer)
Date:	August 4, 2021

56

EX-10.1

Exhibit 10.1

Execution Version

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JULY 8, 2021

AMONG

RETAIL PROPERTIES OF AMERICA, INC.,

AS BORROWER,

AND

KEYBANK NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT,

AND

WELLS FARGO SECURITIES, LLC AND KEYBANC CAPITAL MARKETS INC.,

AS JOINT BOOK MANAGERS AND JOINT LEAD ARRANGERS

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS SYNDICATION AGENT,

AND

CAPITAL ONE, NATIONAL ASSOCIATION

PNC CAPITAL MARKETS LLC

REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, AND

TD BANK, N.A.

AS JOINT LEAD ARRANGERS,

AND

CAPITAL ONE, NATIONAL ASSOCIATION

PNC BANK, NATIONAL ASSOCIATION

REGIONS BANK

TD BANK, N.A.

U.S. BANK NATIONAL ASSOCIATION

BANK OF AMERICA, N.A.

CITIBANK, N.A., AND

THE BANK OF NOVA SCOTIA

AS DOCUMENTATION AGENTS

AND

CERTAIN LENDERS

FROM TIME TO TIME PARTIES HERETO,

AS LENDERS

TABLE OF CONTENTS

Page
ARTICLE I. DEFINITIONS			1
ARTICLE II. THE CREDIT			25
	2.1.	Advances	25
	2.2.	Ratable and Non Ratable Advances	27
	2.3.	Final Principal Payment	27
	2.4.	[Reserved]	27
	2.5.	Facility Fee	27
	2.6.	Other Fees	28
	2.7.	Minimum Amount of Each Advance	28
	2.8.	Principal Payments	28
	2.9.	Method of Selecting Classes and Types and Interest Periods for New Advances	28
	2.10.	Conversion and Continuation of Outstanding Advances	29
	2.11.	Changes in Interest Rate, Etc	30
	2.12.	Rates Applicable After Default	30
	2.13.	Method of Payment	30
	2.14.	Notes; Telephonic Notices	31
	2.15.	Interest Payment Dates; Interest and Fee Basis	31
	2.16.	[reserved]	31
	2.17.	Notification of Advances, Interest Rates and Prepayments	31
	2.18.	Lending Installations	32
	2.19.	Non-Receipt of Funds by the Administrative Agent	32
	2.20.	Replacement of Lenders under Certain Circumstances	32
	2.21.	Usury	33
	2.22.	Termination or Increase in Commitments; Additional Term Loans	33
	2.23.	Pro Rata Treatment	34
ARTICLE IIA LETTER OF CREDIT SUBFACILITY			35
	2A.1	Obligation to Issue	35
	2A.2	Types and Amounts	35
	2A.3	Conditions	35
	2A.4	Procedure for Issuance of Facility Letters of Credit.	36
	2A.5	Reimbursement Obligations; Duties of Issuing Bank	37
	2A.6	Participation	37
	2A.7	Payment of Reimbursement Obligations.	38
	2A.8	Compensation for Facility Letters of Credit	39
	2A.9	Letter of Credit Collateral Account	40
ARTICLE III. CHANGE IN CIRCUMSTANCES			40
	3.1.	Yield Protection	40
	3.2.	Changes in Capital Adequacy Regulations	41
	3.3.	Availability of Types of Advances; Inability to Determine Rates	42
	3.4.	Funding Indemnification	46
	3.5.	Taxes	47
	3.6.	Lender Statements; Survival of Indemnity; Delay in Requests	49

-i-

ARTICLE IV. CONDITIONS PRECEDENT			49
	4.1.	Initial Advance	49
	4.2.	Each Advance and Issuance	51
ARTICLE V. REPRESENTATIONS AND WARRANTIES			51
	5.1.	Existence	51
	5.2.	Authorization and Validity	51
	5.3.	No Conflict; Government Consent	52
	5.4.	Financial Statements; Material Adverse Effect	52
	5.5.	Taxes	52
	5.6.	Litigation and Guarantee Obligations	52
	5.7.	Subsidiaries	53
	5.8.	ERISA	53
	5.9.	Accuracy of Information	53
	5.10.	Regulations U and X	53
	5.11.	[Intentionally Omitted]	53
	5.12.	Compliance With Laws	53
	5.13.	Ownership of Properties	53
	5.14.	Investment Company Act	53
	5.15.	[Intentionally Omitted]	54
	5.16.	Solvency	54
	5.17.	Insurance	54
	5.18.	Borrower Status	55
	5.19.	Environmental Matters	55
	5.20.	OFAC; Sanctions Representation	56
	5.21.	Intellectual Property	56
	5.22.	Broker’s Fees	56
	5.23.	Unencumbered Pool Properties	57
	5.24.	No Bankruptcy Filing	57
	5.25.	No Fraudulent Intent	57
	5.26.	Transaction in Best Interests of Borrower; Consideration	57
	5.27.	Subordination	57
	5.28.	Beneficial Ownership Certification	57
	5.29.	Anti-Terrorism Laws	57
	5.30.	Affected Financial Institution	58
ARTICLE VI. COVENANTS			58
	6.1.	Financial Reporting	58
	6.2.	Use of Proceeds	60
	6.3.	Notice of Default	60
	6.4.	Conduct of Business	60
	6.5.	Taxes	61
	6.6.	Insurance	61
	6.7.	Compliance with Laws	61
	6.8.	Maintenance of Properties	61
	6.9.	Inspection	61
	6.10.	Maintenance of Status	62
	6.11.	Dividends	62
	6.12.	Merger	62
	6.13.	[Intentionally Omitted]	62

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	6.14.	Sale and Leaseback	62
	6.15.	[Intentionally Omitted]	62
	6.16.	Liens	62
	6.17.	Affiliates	63
	6.18.	Financial Undertakings	63
	6.19.	[Intentionally Omitted]	63
	6.20.	[Intentionally Omitted]	63
	6.21.	Indebtedness and Cash Flow Covenants	63
	6.22.	Environmental Matters	64
	6.23.	[Intentionally Omitted]	65
	6.24.	[Intentionally Omitted]	65
	6.25.	Negative Pledges	65
	6.26.	Subsidiary Guaranty	65
	6.27.	Amendments to Organizational Documents	66
ARTICLE VII. DEFAULTS			66
ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES			68
	8.1.	Acceleration	68
	8.2.	Amendments	69
	8.3.	Preservation of Rights	71
	8.4.	Insolvency of Borrower	71
	8.5.	Application of Funds	71
ARTICLE IX. GENERAL PROVISIONS			72
	9.1.	Survival of Representations	72
	9.2.	Governmental Regulation	72
	9.3.	Taxes	72
	9.4.	Headings	72
	9.5.	Entire Agreement	72
	9.6.	Several Obligations; Benefits of the Agreement	72
	9.7.	Expenses; Indemnification	72
	9.8.	Numbers of Documents	73
	9.9.	Accounting	73
	9.10.	Severability of Provisions	74
	9.11.	Nonliability of Lenders	74
	9.12.	CHOICE OF LAW	74
	9.13.	CONSENT TO JURISDICTION	74
	9.14.	WAIVER OF JURY TRIAL	75
	9.15.	USA Patriot Act Notice	75
	9.16.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	75
	9.17.	No Novation	76
	9.18.	Benchmark Notification	76
	9.19.	Divisions	76
ARTICLE X. THE ADMINISTRATIVE AGENT			76
	10.1.	Appointment	76
	10.2.	Powers	77
	10.3.	General Immunity	77
	10.4.	No Responsibility for Loans, Recitals, Etc	77

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	10.5.	Action on Instructions of Lenders	77
	10.6.	Employment of Agents and Counsel	78
	10.7.	Reliance on Documents; Counsel	78
	10.8.	Administrative Agent’s Reimbursement and Indemnification	78
	10.9.	Rights as a Lender	78
	10.10.	Lender Credit Decision	79
	10.11.	Successor Administrative Agent	79
	10.12.	Notice of Defaults	80
	10.13.	Requests for Approval	80
	10.14.	Defaulting Lenders	80
	10.15.	Additional Agents	83
	10.16.	Erroneous Payments	83
ARTICLE XI. SETOFF; RATABLE PAYMENTS			85
	11.1.	Setoff	85
	11.2.	Ratable Payments	86
ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS			86
	12.1.	Successors and Assigns	86
	12.2.	Participations	86
	12.3.	Assignments	88
	12.4.	Dissemination of Information	89
	12.5.	Tax Treatment	89
ARTICLE XIII. NOTICES			89
	13.1.	Giving Notice	89
	13.2.	Change of Address	90
	13.3.	Electronic Delivery of Information	90
ARTICLE XIV. COUNTERPARTS			90
ARTICLE XV. ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS			90

SCHEDULE I    Commitments

SCHEDULE 1    Unencumbered Pool Properties

SCHEDULE 2    Subsidiary Guarantors as of Agreement Effective Date

SCHEDULE 6.28    Post Closing Deliveries

EXHIBIT A    Applicable Margin and Facility Fee Percentage

EXHIBIT B    Form of Note

EXHIBIT C    Form of Amendment Regarding Increase

EXHIBIT D    Form of Compliance Certificate

EXHIBIT E    Form of Subsidiary Guaranty

EXHIBIT F    Form of Borrowing Notice

EXHIBIT G    Form of Assignment Agreement

EXHIBIT H    Form of Sustainability Grid Notice

-iv-

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

This Sixth Amended and Restated Credit Agreement (the “Agreement”) dated as of July 8, 2021, is among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, not individually, but as “Administrative Agent”.

RECITALS

A.    The Borrower is primarily engaged in the business of purchasing, owning, operating, leasing and managing retail properties.

B.    The Borrower is qualified as a real estate investment trust under Section 856 of the Code.

C.    The Borrower and certain of the Lenders are parties to that certain Fifth Amended and Restated Credit Agreement dated as of April 23, 2018 (as amended and in effect immediately prior to the effectiveness of this Agreement, the “Existing Agreement”), pursuant to which the lenders thereunder have made available to the Borrower, on the terms and conditions set forth therein: (i) a $850,000,000 revolving credit facility and (ii) a $250,000,000 term loan facility(which term loan facility has been repaid in its entirety).

D.    This Agreement and the other Loan Documents, taken as whole, constitute an amendment and restatement of the Existing Agreement and an amendment of the other loan documents thereunder and not a novation, and the parties intend that all Advances outstanding thereunder shall continue to be Advances hereunder until repaid.

E.    The Borrower has requested that the Administrative Agent and the Lenders enter into this Agreement to amend and restate the Existing Agreement to (i) extend the Revolving Facility Termination Date, and (ii) modify certain of the other terms thereof. The Administrative Agent and those existing and new Lenders executing this Agreement have agreed to do so on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree that the Existing Agreement is amended and restated in its entirety as follows:

ARTICLE I.
DEFINITIONS

As used in this Agreement:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any partnership, limited liability company, firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership or membership interests of a partnership or limited liability company.

“Additional Term Loans” is defined in Section 2.22.

“Adjusted EBITDA” means, as of any date, the Consolidated Net Income for the most recent four (4) full fiscal quarters of the Borrower for which financial results have been reported, as adjusted, without duplication, by (i) deducting therefrom any income attributable to Excluded Tenants; (ii) adding or deducting for, as appropriate, any adjustment made under GAAP for straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment and other non-cash charges, depreciation, amortization, interest expenses, taxes and the Consolidated Group Pro Rata Share of interest, taxes, depreciation and amortization in Investment Affiliates; (iii) deducting therefrom the Capital Expenditure Reserve Deduction for such period and (iv) adding back all master lease income (not to exceed 5% of Consolidated Net Income).

“Adjusted Unencumbered Pool NOI” means, as of any date, the then-current Unencumbered Pool Property NOI less the Capital Expenditure Reserve Deduction for the then-current Unencumbered Pool Properties.

“Administrative Agent” means KeyBank National Association in its capacity as agent for the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.

“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made by one or more of the Lenders to the Borrower of the same Type and Class and, in the case of LIBOR Rate Advances, for the same Interest Period.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided, however, in no event shall Administrative Agent or Lender be an Affiliate of the Borrower. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Aggregate Commitment” means, as of any date, the aggregate amount of the then-current Term Commitments (or if such Term Commitments have terminated, the Term Loans) and Revolving Commitments of all the Lenders, which is, as of the Agreement Effective Date, $850,000,000 in respect of Revolving Commitments and $0 in respect of Term Commitments, as either such amount may be increased pursuant to Section 2.22 hereof.

“Agreement” is defined in the Recitals hereto.

“Agreement Effective Date” means the date this Agreement has been fully executed and delivered by the Borrower and the Lenders and the conditions set forth in Section 4.1 have been fulfilled or waived in accordance with the terms hereof.

“Alternate Base Rate” means, for any day, the LIBOR Market Index Rate; provided, that if for any reason the LIBOR Market Index Rate is unavailable, Alternate Base Rate shall mean the per annum rate of interest equal to the Federal Funds Effective Rate plus one and one-half of one percent (1.50%).

-2-

Notwithstanding the foregoing, in no event shall the Alternate Base Rate (including, without limitation, any Benchmark Replacement with respect thereto) be less than zero. The Alternate Base Rate shall be determined on a daily basis.

“Amendment Regarding Increase” means an Amendment Regarding Increase substantially in the form of Exhibit C attached hereto pursuant to which an existing Lender or a new Lender provides a new Commitment, increases an existing Commitment, makes a new Term Loan or increases the amount of any existing Term Loan, as the case may be, as contemplated by Section 2.22.

“Anti-Corruption Laws” means all applicable laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” is defined in Section 5.29.

“Applicable Margin” means the applicable margin set forth in the pricing schedules contained in Exhibit A attached hereto used in calculating the interest rate applicable to the various Classes and Types of Advances, subject to the conditions set forth in Exhibit A with respect to the effective date of changes in such applicable margins.

“Arrangers” means the Book Managers and Capital One, National Association, PNC Bank, National Association, Regions Bank and TD Bank, N.A..

“Article” means an article of this Agreement unless another document is specifically referenced.

“Authorized Officer” means any of the President, Chief Financial Officer and Chief Operating Officer, or any of the Chairman and Chief Executive Officer, or the Chief Accounting Officer or any Executive Vice President of the Borrower, or any other executive officer or authorized agent approved by the Administrative Agent on behalf of the Lenders acting singly.

“Available Tenor” is defined in Section 3.3(h).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Benchmark” is defined in Section 3.3(h).

“Benchmark Replacement” is defined in Section 3.3(h).

“Benchmark Replacement Conforming Changes” is defined in Section 3.3(h).

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“Benchmark Transition Event” is defined in Section 3.3(h).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Book Managers” means Wells Fargo Securities LLC and KeyBanc Capital Markets Inc.

“Borrower” is defined in the Recitals hereto.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.9.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of LIBOR Rate Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland, Ohio for the conduct of substantially all of their commercial lending activities and on which dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland, Ohio for the conduct of substantially all of their commercial lending activities; provided that, when used in connection with SOFR, the component of the Alternate Base Rate based upon SOFR or any other calculation or determination involving SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Capital Expenditure Reserve Deduction” means, with respect to any group of Projects as of any date, $0.15 per annum per gross leaseable square foot of such Projects, times either (A) in the case of calculation of Adjusted EBITDA, as to each Project, the weighted average square footage of such Projects owned by the Consolidated Group at any time during the most recent four (4) fiscal quarters of Borrower for which financial results have been reported or (B) in the case of the calculation of Adjusted Unencumbered Pool NOI, as to each Project, the square footage of such Projects included in the Unencumbered Pool as of such date.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants or options to purchase any of the foregoing.

“Capitalization Rate” means six and one-half percent (6.50%).

“Capitalized Lease” of a Person means any lease of Property imposing obligations on such Person, as lessee thereunder, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Bank or the Revolving Lenders, as collateral for Facility Letter of Credit Obligations or obligations of the Revolving Lenders to fund participations in respect of Facility Letter of

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Credit Obligations, cash or deposit account balances or, if the Administrative Agent and the Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentally thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit of (i) any Lender or any of its Affiliates; (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than two (2) years from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within one (1) year of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which a Borrower or their Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d).

“Change” is defined in Section 3.2.

“Change in Control” means 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 Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Borrower.

“Class” means (a) when used with respect to a Commitment, refers to whether such Commitment is a Revolving Loan Commitment or a Term Commitment, (b) when used with respect to any Advance or Loan, refers to whether such Advance is a Revolving Advance or a Term Advance, or the Loans comprising such Advance are Revolving Loans or Term Loans, and (c) when used with respect to a Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means for each Lender collectively, such Lender’s Revolving Commitment, if any, and Term Commitment, if any.

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“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D attached hereto executed by an Authorized Officer of the Borrower.

“Consolidated Debt Service” means, for any period, without duplication, (a) Consolidated Interest Expense for such period plus (b) the aggregate amount of scheduled principal payments attributable to Consolidated Outstanding Indebtedness (excluding optional principal payments, principal payments contingent on excess cash flow from a related Project and balloon payments made at maturity in respect of any such Indebtedness), plus (c) a percentage of all such principal payments made during such period by any Investment Affiliate on Indebtedness taken into account in calculating Consolidated Interest Expense, equal to the greater of (x) the percentage of the principal amount of such Indebtedness for which any member of the Consolidated Group is liable and (y) the Consolidated Group Pro Rata Share of such Investment Affiliate.

“Consolidated Group” means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

“Consolidated Group Pro Rata Share” means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

“Consolidated Interest Expense” means, for any period without duplication, the sum of (a) the amount of interest expense, determined in accordance with GAAP, of the Consolidated Group for such period attributable to Consolidated Outstanding Indebtedness during such period (excluding prepayment penalties and costs associated with early extinguishment of debt, to the extent constituting interest expense in accordance with GAAP)plus (b) the applicable Consolidated Group Pro Rata Share of any interest expense, determined in accordance with GAAP, of each Investment Affiliate, for such period, whether recourse or non-recourse.

“Consolidated Net Income” means, for any period, consolidated net income (or loss) of the Consolidated Group for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated NOI” means, as of any date, for any entity or group of entities without duplication, the aggregate Net Operating Income for the most recent four (4) fiscal quarters for which financial results have been reported from all Projects owned by such entity or group of entities as of the end of such period of four (4) fiscal quarters.

“Consolidated Outstanding Indebtedness” means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

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“Construction in Progress” means, as of any date, the book value of any Projects then under development provided that a Project shall no longer be included in Construction in Progress and shall be valued based on its Net Operating Income upon the earlier of (i) the first anniversary after substantial completion (which shall mean the receipt of a temporary certificate of occupancy or a final certificate of occupancy) of such Project and (ii) the last day of the first full fiscal quarter in which the Net Operating Income attributable to such Project for such fiscal quarter multiplied by four (4) and then divided by the Capitalization Rate exceeds the book value of such Project.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.10.

“Credit Rating” means, as of any date, with respect to either Moody’s or S&P, the most recent credit rating assigned to the senior, unsecured, non-credit enhanced, long-term debt of the Borrower issued by such rating agency prior to such date.

“Daily Simple SOFR” is defined in Section 3.3(h).

“Dollars” or “$” means the lawful currency of the United States of America.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means an event described in Article VII.

“Default Rate” means the interest rate which may apply during the continuance of a Default pursuant to Section 2.12.

“Defaulting Lender” means, subject to Section 10.14(f), (a) any Lender that has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, the Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including, with respect to a Revolving Lender, in respect of its participation in Facility Letters of Credit) within two Business Days of the date when due, (b) any Revolving Lender that has notified the Borrower, the Administrative Agent, and, if applicable, the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder or under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless (1) such writing has been delivered to Borrower, Administrative Agent and, if applicable, the Issuing Bank, and (2) such writing or public statement relates solely to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement and, in the case of a writing, shall be accompanied by reasonably detailed documented evidence supporting such determination) cannot be satisfied), (c) any Revolving Lender that has failed, within two Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon timely receipt of such

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written confirmation by the Administrative Agent and the Borrower), or (d) any Lender that has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender 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 Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 10.14(f)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank and each Lender.

“Disclosure Letter” means that certain letter from Borrower addressed to the Administrative Agent on behalf of the Lenders and dated as of the Agreement Effective Date, which discloses certain matters relevant to Section 5.5, Section 6.5 and/or Section 6.16 (or certain other Sections in this Agreement, as set forth therein).

“Early Opt-In Effective Date” is defined in Section 3.3(h).

“Early Opt-In Election” is defined in Section 3.3(h).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“Eligible Assignee” means (a) with respect to (i) any Revolving Lender, another Revolving Lender, and (ii) any Term Lender, another Lender, (b) with respect to (i) any Revolving Lender, any Affiliate of that Lender or fund related to such Lender, and (ii) any Term Lender, any Affiliate of a Lender or fund related to a Lender, (c) any commercial bank having a combined capital and surplus of $5,000,000,000 or more, (d) the central bank of any country which is a member of the Organization for Economic Cooperation and Development, (e) any savings bank, savings and loan association or similar financial institution which (A) has a net worth of $500,000,000 or more, (B) is regularly engaged in the business of lending money and extending credit under credit facilities substantially similar to those

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extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank, and (f) any other financial institution (including a mutual fund or other fund) approved by the Administrative Agent and, unless a Default shall have occurred and be continuing, Borrower (such approval not to be unreasonably withheld or delayed, and the failure of Borrower to expressly grant or deny any such approval within five (5) days after written request being deemed to be the grant of such approval) having total assets of $500,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (e) above; provided that each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and (ii) be exempt from withholding of tax on interest. Notwithstanding anything herein to the contrary, at no time shall Borrower, its Affiliates, any Subsidiary thereof or any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), be considered an “Eligible Assignee.”

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case to the extent the foregoing are applicable to the Borrower or any Subsidiaries or any of its respective assets or Projects.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, (a) taxes imposed on or measured by its overall net income (however determined), and franchise taxes imposed on it, by any jurisdiction with taxing authority over the Lender and (b) any U.S. federal withholding taxes imposed under FATCA.

“Excluded Swap Obligation” means, with respect to the Borrower or Subsidiary Guarantor, any Related Swap Obligations if, and to the extent that, all or a portion of the liability of such Person for, or the guarantee of such Person of, or the grant by such Person of a Lien to secure, such Related Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Person or the grant of such Lien becomes effective with respect to such Related Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Person, including under Section 20 of the Subsidiary Guaranty). If a Related Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Related Swap Obligation that is attributable to swaps for which such guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

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“Excluded Tenants” means, as of any date, any tenant leasing more than 15,000 square feet of gross leaseable area at one of the Projects pursuant to a lease that has more than twelve (12) month remaining on its then applicable term, that either (a) is subject to a voluntary or involuntary petition for relief under any federal or state bankruptcy codes or insolvency law unless either (x) such lease is assumed in bankruptcy by or on behalf of such tenant or (y) all or a material portion of the gross leasable area that is the subject of such lease, is then also the subject of a new or replacement lease with a tenant that intends to take occupancy of the applicable space when available or (b) is not operating its business in its demised premises at such Project unless such non-operating tenant is, or such non-operating tenant’s lease obligations are guaranteed by an entity whose then current long-term, unsecured debt obligations are rated BBB- or above by S&P and Baa3 or above by Moody’s.

“Existing Agreement” is defined in the Recitals hereto.

“Facility Fee” is defined in Section 2.5.

“Facility Fee Percentage” means, as of any date, the percentage set forth in the applicable column headed “Facility Fee Percentage” in the pricing schedules contained on Exhibit A that is in effect on such date, subject to the conditions set forth in Exhibit A with respect to the effective date of changes in such percentage.

“Facility Letter of Credit” means a Letter of Credit issued hereunder.

“Facility Letter of Credit Fee” is defined in Section 2A.8.

“Facility Letter of Credit Obligations” means, as at the time of determination thereof, all liabilities, whether actual or contingent, of the Borrower with respect to Facility Letters of Credit, including the sum of (a) the Reimbursement Obligations and (b) the aggregate undrawn face amount of the then outstanding Facility Letters of Credit.

“Facility Letter of Credit Sublimit” means $75,000,000.

“Facility Obligations” means all Obligations other than the Related Swap Obligations.

“Facility Termination Date” means the Revolving Facility Termination Date or the Term Facility Termination Date for a Class of Term Loans, as the case may be.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(c) of the Code.

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.” If the Federal Funds Effective Rate determined as provided above would be less than zero, the Federal Funds Effective Rate shall be deemed to be zero.

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“Fee Letter” is defined in Section 2.6.

“Financeable Ground Lease” means, a ground lease reasonably satisfactory to the Administrative Agent on behalf of the Lenders, which must provide customary protections for a potential leasehold mortgagee (“Mortgagee”) such as (i) a remaining term, including any optional extension terms exercisable unilaterally by the tenant, of no less than 25 years, (ii) a provision that the ground lease will not be terminated until the Mortgagee has received notice of a default, has had a reasonable opportunity to cure and has failed to do so, (iii) provision for a new lease to the Mortgagee as tenant on the same terms if the ground lease is terminated for any reason, (iv) transferability of the tenant’s interest under the ground lease by the Mortgagee without any requirement for consent of the ground lessor unless based on delivery of customary assignment and assumption agreements from the transferor and transferee, (v) the ability of the tenant to mortgage tenant’s interest under the ground lease without any requirement for consent of the ground lessor and (vi) provisions that the tenant under the ground lease (or the leasehold mortgagee) has customary protections with respect to the application of insurance proceeds or condemnation awards attributable to the tenant’s interest under the ground lease and related improvements.

“Financial Contract” of a Person means (i) any exchange—traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics, or (ii) any Rate Management Transaction.

“Financial Undertaking” of a Person means any agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options.

“First Mortgage Receivable” means any Indebtedness owing to a member of the Consolidated Group which is secured by a first-priority mortgage, deed to secure debt or deed of trust on commercial real estate and which has been designated by the Borrower as a “First Mortgage Receivable” in its most recent Compliance Certificate.

“Fixed Charge Coverage Ratio” means (i) Adjusted EBITDA divided by (ii) the sum of (A) Consolidated Debt Service for the most recent four (4) fiscal quarters for which financial results of Borrower have been reported, plus (B) all Preferred Dividends, if any, payable with respect to such four (4) fiscal quarters.

“Floating Rate” means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin for such day, in each case changing when and as the Alternate Base Rate and Applicable Margin change.

“Floating Rate Advance” means an Advance of a Class which bears interest at the Floating Rate for such Class.

“Floating Rate Loan” means a Loan of a Class which bears interest at the Floating Rate for such Class.

“Floor” is defined in Section 3.3(h).

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, with respect to the Issuing Bank, such Defaulting Lender’s Revolving Percentage of the outstanding

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Facility Letter of Credit Obligations with respect to Facility Letters of Credit other than Facility Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 6.1.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any obligation (determined without duplication) of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefore, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or guarantees by the Borrower of liabilities under any interest rate lock agreement utilized to facilitate Secured Indebtedness of another member of the Consolidated Group or an Investment Affiliate. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, or if such liability is conditioned upon the taking of certain actions or the occurrence of certain conditions beyond non-payment or non-performance by the primary obligor, such as liability under non-recourse carveout guaranties, the amount of such Guarantee Obligation shall be such guaranteeing Person’s reasonably anticipated liability in respect thereof as determined by the Borrower in good faith with respect to any such Guarantee Obligations of the Consolidated Group.

“Hazardous Materials” means all contaminants, vibrations, sound, odor, explosive or radioactive substances or wastes and hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, mold, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed money including without limitation any repurchase obligation or liability of such Person with respect to securities, accounts or notes receivable sold by such Person, (b) all obligations of

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such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), in each case evidenced by a binding agreement (excluding premiums or discounts on debt required to be recognized under GAAP), (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (f) all Guarantee Obligations of such Person (excluding in any calculation of consolidated Indebtedness of the Consolidated Group, Guarantee Obligations of one member of the Consolidated Group in respect of primary obligations of any other member of the Consolidated Group), (g) all reimbursement obligations of such Person for letters of credit and other contingent liabilities, (h) any Net Mark-to-Market Exposure, (i) all liabilities secured by any Lien (other than Liens for taxes not yet due and payable) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof and (j) all obligations of such Person in respect of any transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person.

“Interest Period” means a LIBOR Interest Period.

“Investment” of a Person means any Property owned by such Person, including without limitation, any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

“Investment Affiliate” means any Person in which the Consolidated Group, directly or indirectly, has made an Investment and whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 or higher from either of S&P or Moody’s, respectively.

“Investment Grade Rating Date” means, at any time after the Borrower has received an Investment Grade Rating from either S&P or Moody’s, the date specified by the Borrower in a written notice to the Administrative Agent and the Lenders as the date on which it irrevocably elects to have the Applicable Margin and Facility Fee determined based on the Borrower’s Credit Rating.

“Issuance Date” is defined in Section 2A.4(a)(ii).

“Issuance Notice” is defined in Section 2A.4(c).

“Issuing Bank” means, with respect to each Facility Letter of Credit, the Revolving Lender which issues such Facility Letter of Credit. The Administrative Agent shall be the Issuing Bank.

“KeyBank” means KeyBank National Association.

“Lenders” means the lending institutions listed on the signature pages hereof, their respective successors and assigns, and any other lending institutions that subsequently become parties to this Agreement.

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“Lending Installation” means, with respect to a Lender, any office, branch, subsidiary or affiliate of such Lender.

“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

“Letter of Credit Collateral Account” is defined in Section 2A.9.

“Letter of Credit Request” is defined in Section 2A.4(a).

“Leverage Ratio” means Consolidated Outstanding Indebtedness divided by Total Asset Value, expressed as a percentage.

“LIBOR Base Rate” means, subject to implementation of a Benchmark Replacement in accordance with Section 3.3, with respect to any LIBOR Rate Advance for any LIBOR Interest Period, the rate of interest obtained by dividing (i) the rate of interest per annum (expressed to the fifth decimal place) determined on the basis of the rate for deposits in Dollars for a period equal to the applicable LIBOR Interest Period as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable LIBOR Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Rate Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America). If, for any reason, the rate referred to in the preceding clause (i) is not so published, then the rate to be used for such clause (i) shall be determined by the Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Agent at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable LIBOR Interest Period for a period equal to such LIBOR Interest Period. Any change in the maximum rate of reserves described in the preceding clause (ii) shall result in a change in LIBOR Base Rate on the date on which such change in such maximum rate becomes effective. Notwithstanding the foregoing, (x) in no event shall LIBOR Base Rate (including, without limitation, any Benchmark Replacement with respect thereto) be less than zero and (y) unless otherwise specified in any amendment to this Agreement entered into accordance with Section 3.3, in the event that a Benchmark Replacement with respect to LIBOR Base Rate is implemented then all references herein to LIBOR Base Rate shall be deemed references to such Benchmark Replacement.

“LIBOR Interest Period” means, with respect to each amount bearing interest at a LIBOR based rate, a period of one, three, six or twelve months, if available to all applicable Lenders with respect to the applicable Class of Advance, commencing on a Business Day, as selected by Borrower; provided, however, that (i) any LIBOR Interest Period which would otherwise end on a day which is not a Business Day shall continue to and end on the next succeeding Business Day, unless the result would be that such LIBOR Interest Period would be extended to the next succeeding calendar month, in which case such LIBOR Interest Period shall end on the next preceding Business Day and (ii) any LIBOR Interest Period which begins on a day for which there is no numerically corresponding date in the calendar month in

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which such LIBOR Interest Period would otherwise end shall instead end on the last Business Day of such calendar month.

“LIBOR Market Index Rate” means, for any day, LIBOR Base Rate as of that day that would be applicable for a LIBOR Rate Loan having a one-month Interest Period determined at approximately 10:00 a.m. for such day (rather than 11:00 a.m. (London time) two Business Days prior to the first day of such LIBOR Interest Period as otherwise provided in the definition of “LIBOR Base Rate”), or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis.

“LIBOR Rate” means, (i) for any LIBOR Interest Period for a Loan or Advance of a given Class, the sum of (A) the LIBOR Base Rate applicable thereto divided by one minus the then current Reserve Requirement and (B) the Applicable Margin for such Class of Loan or Advance in effect from time to time during the applicable LIBOR Interest Period, changing when and as the Applicable Margin for such Class of Loan or Advance changes and (i) for any Same-Day Borrowing of a Loan or Advance of a given Class, the sum of (A) the LIBOR Market Index Rate divided by one minus the then current Reserve Requirement and (B) the Applicable Margin for such Class of Loan or Advance in effect from time to time, changing when and as the Applicable Margin for such Class of Loan or Advance changes.

“LIBOR Rate Advance” means an Advance which bears interest at a LIBOR Rate.

“LIBOR Rate Loan” means a Loan which bears interest at a LIBOR Rate and, for the avoidance of doubt, except as otherwise expressly provided, shall include Same-Day Borrowings bearing interest at the LIBOR Market Index Rate.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s portion of any borrowing hereunder by the Borrower.

“Loan Documents” means this Agreement, the Disclosure Letter, the Subsidiary Guaranty, if any, the Notes and any other document from time to time evidencing or securing indebtedness incurred by the Borrower under this Agreement, as any of the foregoing may be amended or modified from time to time.

“Management Fees”, means, with respect to each Project for any period, an amount equal to the greater of (i) actual management fees payable with respect thereto and (ii) three percent (3%) per annum on the aggregate base rent and percentage rent due and payable under leases at such Project.

“Marketable Securities” means Investments in Capital Stock or debt securities issued by any Person (other than an Investment Affiliate) which are publicly traded on a national exchange, excluding Cash Equivalents.

“Material Acquisition” means any acquisition by the Borrower or any Subsidiary in which the assets acquired exceed 10.0% of the consolidated total assets of the Borrower and its Subsidiaries determined under GAAP as of the last day of the most recently ending fiscal quarter of the Borrower for which financial statements are publicly available.

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“Material Adverse Effect” means a material adverse effect on (i) the business, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower and the Subsidiary Guarantors, taken as a whole, to perform their obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents. A material adverse effect on the validity or enforceability of the Subsidiary Guaranty solely with respect to one or more Subsidiary Guarantors that do not, individually or collectively, constitute Material Subsidiaries shall not be a Material Adverse Effect hereunder, except to the extent the same would result in a Material Adverse Effect pursuant to either clause (i) or (ii) above.

“Material Subsidiary” means, at any time of determination, (a) any individual Subsidiary to which more than $150,000,000 of then-current Total Asset Value is directly or indirectly attributable and (b) each Subsidiary in a group of Subsidiaries (the “Group”) to which more than $150,000,000 of then-current Total Asset Value is directly attributable on a collective basis to such Group, but only as and to the extent that there is a material adverse effect on the validity or enforceability of the Subsidiary Guaranty with respect to all Subsidiaries in such Group.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maximum Legal Rate” means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the Note or other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions hereof.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person; provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions or any other Financial Contract. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction or other Financial Contract as of the date of determination (assuming the Rate Management Transaction or other Financial Contract were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction or other Financial Contract as of the date of

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determination (assuming such Rate Management Transaction or other Financial Contract were to be terminated as of that date).

“Net Operating Income” means, with respect to any Project for any period, “property rental and other income” (as determined by GAAP) attributable to such Project accruing for such period, without regard for straight-lining of rents or any amortization related to above-market or below-market leases, plus all master lease income (not to exceed to 5% of Net Operating Income), minus the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Project for such period, including, without limitation, Management Fees and amounts accrued for the payment of real estate taxes and insurance premiums, but excluding any general and administrative expenses related to the operation of the Borrower, any interest expense, or other debt service charges, impairment charges, the effects of straight-lining of ground lease rent, bad debt expenses related to the straight-lining of rents and any other non-cash charges such as depreciation or amortization of financing costs.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-U.S. Lender” is defined in Section 3.5(iv).

“Note” means any one of those promissory notes substantially in the form of Exhibit B attached hereto from Borrower in favor of the Lenders, including any amendment, modification, renewal or replacement of any such promissory note or of any note delivered under the Existing Agreement, provided that, at the request of any Lender, a Note payable to such Lender shall not be issued and the Obligations of the Borrower hereunder to such Lender shall be evidenced entirely by this Agreement and the other Loan Documents with the same effect as if a Note had been issued to such Lender.

“Notice of Assignment” is defined in Section 12.3(ii).

“Obligations” means the Advances, the Facility Letters of Credit, the Reimbursement Obligations, the Related Swap Obligations (other than Excluded Swap Obligations) and all accrued and unpaid fees and all other obligations of Borrower to the Administrative Agent or the Lenders arising under this Agreement or any of the other Loan Documents, including all payments and other obligations that may accrue after the commencement of any action or proceeding described in Sections 7.7 and 7.8.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control and any successor thereto.

“Other Taxes” is defined in Section 3.5(ii).

“Outstanding Facility Amount” means, at any time, the sum of all then outstanding Advances and Facility Letter of Credit Obligations.

“Outstanding Revolving Amount” means, at any time the sum of all then-outstanding Revolving Advances and Facility Letter of Credit Obligations.

“Participants” is defined in Section 12.2(i).

“Patriot Act” is defined in Section 9.15.

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“Payment Date” means, with respect to the payment of interest accrued on any Advance, the fifteenth day of each calendar month, subject, in the case of any Payment Date in respect of interest on the Advances, to adjustment in accordance with the Modified Following Business Day Convention (as defined in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.)).

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Percentage” means for each Lender the ratio that such Lender’s combined Revolving Commitment and outstanding Term Loans bears to the Aggregate Commitment, or if the Revolving Commitments have been terminated, the ratio that such Lender’s combined outstanding Revolving Loans and outstanding Term Loans bears to the total outstanding Advances, in each case expressed as a percentage.

“Permitted Liens” are defined in Section 6.16.

“Person” means any natural person, corporation, limited liability company, joint venture, partnership, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

“Preferred Dividends” means, with respect to any entity, dividends or other distributions which are payable to holders of any ownership interests in such entity which entitle the holders of such ownership interests to be paid on a preferred basis prior to dividends or other distributions to the holders of other types of ownership interests in such entity.

“Project” means any real estate asset located in the United States owned by the Borrower or any of its Subsidiaries or any Investment Affiliate, and operated or intended to be operated primarily as a retail property, an office property, an industrial property or a mixed use property. For purposes of this Agreement, if only a portion of such a real estate asset is then the subject of a material redevelopment, the Borrower may, subject to the reasonable approval of the Administrative Agent, elect to treat such portion as a Project separate and distinct from the remaining portion of such real estate asset.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Purchasers” is defined in Section 12.3(i).

“Qualifying Unencumbered Pool Property” means any Project which, as of any date of determination, (a) is located in the United States; (b) is wholly owned by the Borrower or a Wholly-Owned Subsidiary in fee simple or leased, as lessee, by the Borrower or a Wholly-Owned Subsidiary under the terms of a Financeable Ground Lease; (c) is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Project; and (d) is not, nor is any direct or indirect interest of the Borrower or any Subsidiary therein, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.16 or to any Negative Pledge (other than Negative Pledges permitted under clause (ii) of

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Section 6.25). No asset shall be deemed to be unencumbered unless both such asset and all Capital Stock of the Subsidiary owning such asset is unencumbered. Nothing in this Agreement shall prohibit a Subsidiary from having other Unsecured Indebtedness or unsecured Guarantee Obligations and the existence of such Unsecured Indebtedness or unsecured Guarantee Obligations shall not prevent any Project owned by such Subsidiary from qualifying as a Qualifying Unencumbered Pool Property.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Borrower which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

“Recourse Indebtedness” means any Indebtedness of the Borrower or any other member of the Consolidated Group with respect to which the liability of the obligor is not limited to the obligor’s interest in specified assets securing such Indebtedness, other than with respect to customary exceptions for certain acts or types of liability such as environmental liability, fraud and other customary nonrecourse carveouts unless they are judicially determined to have been triggered and then only to the extent of such determination.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reimbursement Obligations” means at any time, the aggregate of the obligations of the Borrower to the Revolving Lenders, the Issuing Bank and the Administrative Agent in respect of all unreimbursed payments or disbursements made by the Revolving Lenders, the Issuing Bank and the Administrative Agent under or in respect of the Facility Letters of Credit. Notwithstanding the foregoing, unless the Borrower shall notify the Administrative Agent of its intent to repay the Reimbursement Obligation on the date of the related drawing under any Facility Letter of Credit as provided in Section 2.8(a) and such Reimbursement Obligation is in fact paid by the Borrower on such date, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Floating Rate Advance as set forth in Section 2A.5.

“Related Swap Obligations” means, as of any date, all of the obligations of Borrower arising under any then outstanding Swap Contracts entered into between Borrower and any Lender or Affiliate of

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any Lender in respect of the Obligations arising under this Agreement or any of the other Loan Documents.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing, or dumping or any Hazardous Material into the environment.

“Relevant Governmental Body” is defined in Section 3.3(h).

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Required Class Lenders” means, with respect to a Class of Lenders on any date of determination, Lenders of such Class (a) having more than 50% of the aggregate amount of the Commitments of such Class or if no Commitments of such Class are then in effect, holding more than 50% of the principal amount of the aggregate outstanding Loans of such Class, or in the case of Revolving Lenders, Revolving Credit Exposure; provided that in determining such percentage at any given time, all then existing Defaulting Lenders of such Class will be disregarded and excluded.

“Required Lenders” means, as of any date, Lenders having more than 50% of the aggregate amount of (a) the Revolving Commitments (or if the Revolving Commitments have been terminated or reduced to zero, the Revolving Credit Exposure) and (b) the aggregate outstanding principal amount of the Term Loans; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all times when there are two or more Lenders (excluding Defaulting Lenders), the term “Required Lenders” shall in no event mean less than two Lenders.

“Reserve Requirement” means, with respect to a LIBOR Rate Loan and LIBOR Interest Period, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Federal Reserve Board or other Governmental Authority or agency having jurisdiction with respect thereto for determining the maximum reserves (including, without limitation, basic, supplemental, marginal and emergency reserves) for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D) maintained by a member bank of the Federal Reserve System.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Revolving Advance” means any Advance comprised solely of Revolving Loans.

“Revolving Commitment” means, for each Revolving Lender, the obligation of such Lender to make Revolving Loans on the terms and conditions set forth herein not exceeding the amount set forth for such Lender on Schedule I as such Lender’s “Revolving Commitment Amount”, as set forth in an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22 or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 12.3(ii), as such amount may be modified from time to time pursuant to the terms hereof.

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“Revolving Credit Exposure” means, as to any Lender having a Revolving Commitment at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in Facility Letter of Credit Obligations at such time.

“Revolving Extension Notice” is defined in Section 2.1.

“Revolving Facility Termination Date” means January 8, 2026, with respect to outstanding Revolving Loans, as such date may be extended pursuant to Section 2.1.

“Revolving Lender” means a Lender having a Revolving Commitment, or if the Revolving Commitments have terminated, holding any Revolving Loans hereunder.

“Revolving Loan” means any Loan made pursuant to a Lender’s Revolving Commitment.

“Revolving Percentage” means for each Revolving Lender the ratio that such Lender’s Revolving Commitment bears to the aggregate Revolving Commitments of all Revolving Lenders, or if the Revolving Commitments have been terminated, the ratio that such Lender’s outstanding Revolving Loans bears to the total outstanding Revolving Advances, in each case expressed as a percentage.

    “Same-Day Borrowing” means a borrowing of a Loan only for which the date of the Borrowing Notice and the date of the funding of such borrowing occur on the same day.    

    “Sanctioned Country” means, at any time, a country or territory which is, or whose government 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 any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority, (b) any Person located, operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned County or (d) any Person controlled by any Person or agency described in any of the preceding clauses (a) through (c).

“Sanctions” means any sanctions or trade embargoes imposed, administered or enforced by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Secured Indebtedness” means any Indebtedness of the Borrower or any other member of the Consolidated Group which is secured by a Lien (other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.16) on a Project, any ownership interests in any Person or any other assets which had, in the aggregate, a value in excess of the amount of such Indebtedness at the time such Indebtedness was incurred. Notwithstanding the foregoing, Secured Indebtedness shall exclude Recourse Indebtedness that is secured solely by ownership interests in another Person that owns a Project which is encumbered by a mortgage securing Indebtedness.

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“Single Employer Plan” means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

“Single Tenant Project” means any Project that is leased (or is being constructed to be leased) to a single tenant.

“SOFR” is defined in Section 3.3(h).

“S&P” means Standard & Poor’s Ratings Group and its successors.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

“Subsidiary Guarantor” means, as of any date, each Subsidiary of the Borrower, if any, which is then a party to the Subsidiary Guaranty pursuant to Section 6.26.

“Subsidiary Guaranty” means the guaranty, if any, substantially in the form of Exhibit E attached hereto and executed and delivered pursuant to Section 6.26, including any joinders executed by additional Subsidiary Guarantors, if any after the Agreement Effective Date.

“Substantial Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which represents more than 10% of then-current Total Asset Value.

“Swap Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Swap Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“Term Advance” means any Advance comprised solely of Term Loans of a Class.

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“Term Commitment” means, for each Term Lender, the obligation of such Lender to make a Term Loan (including for such purpose and without limitation, “Additional Term Loans”) as set forth in an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22.

“Term Facility Termination Date” means the termination date for a Class of Term Loans as set forth in an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22.“Term Lender” means a Lender having a Term Commitment or holding a Term Loan.

“Term Loan” means, for each Term Lender, a term loan made pursuant to an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22.

“Term Percentage” means for each Term Lender of a given Class, the ratio that such Term Lender’s outstanding Term Loans of such Class bears to the total outstanding Term Advances of such Class, expressed as a percentage.

“Term SOFR” is defined in Section 3.3(h).

“Total Asset Value” means, as of any date, (i) (A) the Consolidated NOI attributable to Projects owned by the Borrower or a member of the Consolidated Group (excluding 100% of the Consolidated NOI attributable to Projects not owned for at least four (4) full fiscal quarters as of the end of the fiscal quarter for which Consolidated NOI is calculated and provided that the contribution to Consolidated NOI on account of any Project shall not in any event be a negative number) divided by (B) the Capitalization Rate, plus (ii) 100% of the price paid for any such Projects first acquired by the Borrower or a member of the Consolidated Group during such four (4) full fiscal quarter period, plus (iii) cash, Cash Equivalents and Marketable Securities owned by the Consolidated Group as of the end of such fiscal quarter, plus (iv) the Consolidated Group Pro Rata Share of (A) Consolidated NOI attributable to Projects owned by Investment Affiliates (excluding Consolidated NOI attributable to Projects not owned for the entire four (4) full fiscal quarters on which Consolidated NOI is calculated and provided that the contribution to Consolidated NOI on account of any Project shall not in any event be a negative number) divided by (B) the Capitalization Rate, plus (v) the Consolidated Group Pro Rata Share of the price paid for such Projects first acquired by an Investment Affiliate during such four (4) full fiscal quarters, plus (vi) Construction in Progress at book value, plus (vii) First Mortgage Receivables owned by the Consolidated Group (at the lower of book value or market value), plus (viii) Unimproved Land at book value. To the extent the amount of Total Asset Value attributable to Unimproved Land, Investments in Investment Affiliates, Construction in Progress, First Mortgage Receivables and Marketable Securities would exceed 25% of Total Asset Value, such excess shall be excluded from Total Asset Value; provided, however that to the extent the amount of Total Asset Value attributable to (v) Unimproved Land and Construction in Progress exceeds 15% of the Total Asset Value, (w) Investment Affiliates exceeds 20% of the Total Asset Value, (x) First Mortgage Receivables exceeds 10% of the Total Asset Value or (y) Marketable Securities exceeds 10% of Total Asset Value, such excess shall be excluded from Total Asset Value.

“Transferee” is defined in Section 12.4.

“Type” means, with respect to any Advance, its nature as either a Floating Rate Advance or LIBOR Rate Advance.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

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credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unencumbered Interest Coverage Ratio” means, as of any date, the aggregate Unencumbered Pool Property NOI as of such date divided by the Unsecured Interest Expense for the most recent four (4) fiscal quarters for which financial results have been reported.

“Unencumbered Leverage Ratio” means, as of any date, the then-current Unsecured Indebtedness of the Consolidated Group (but excluding from such Unsecured Indebtedness any Guarantee Obligations) divided by the then-current Unencumbered Pool Value.

“Unencumbered Pool” means as of any date, all then-current Unencumbered Pool Properties.

“Unencumbered Pool Property” means, as of any date, any Project which is a Qualifying Unencumbered Pool Property as of such date.

“Unencumbered Pool Property NOI” means, as of any date, the aggregate Net Operating Income for the most recent four (4) fiscal quarters for which financial results have been reported attributable to Unencumbered Pool Properties as of such date.

“Unencumbered Pool Value” means, as of any date, the sum of (a)(i) the aggregate Adjusted Unencumbered Pool NOI attributable to all Unencumbered Pool Properties which have been owned by the Borrower or a Subsidiary for the most recent four (4) full fiscal quarters for which financial results of Borrower have been reported (provided that the contribution to Adjusted Unencumbered Pool NOI on account of any Unencumbered Pool Property shall not in any event be a negative number) divided by (ii) the Capitalization Rate plus (b) the aggregate acquisition cost of all Unencumbered Pool Properties which have not been so owned by a Subsidiary for such period of four (4) consecutive entire fiscal quarters, plus (c) unencumbered Unimproved Land and Construction in Progress, both at book value. For purposes of this definition, to the extent (i) the value attributable to Unimproved Land and any other land not included in Unimproved Land and Construction in Progress, would exceed 10% of the Unencumbered Pool Value, (ii) the value attributable to any one (1) Unencumbered Pool Property would exceed 15% of the Unencumbered Pool Value, (iii) the aggregate value attributable to those Single Tenant Projects which are leased to the same tenant (or Affiliates of the same tenant), would exceed 15% of the Unencumbered Pool Value; (iv) the aggregate value attributable to all Single Tenant Projects where the remaining unexpired term of the lease of such Single Tenant Project to the tenant of such Single Tenant Project (without giving effect to any unexercised options of such tenant to extend the term of such lease) is less than five (5) years, would exceed 15% of the Unencumbered Pool Value, or (v) the aggregate value attributable to Unencumbered Pool Properties which are occupied pursuant to Financeable Ground Leases would exceed 20% of Unencumbered Pool Value, each such excess amount shall be excluded from Unencumbered Pool Value.

“Unfunded Liabilities” means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans.

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“Unimproved Land” means, as of any date, any land which (i) is not appropriately zoned for retail development, (ii) does not have access to all necessary utilities or (iii) does not have access to publicly dedicated streets, unless such land has been designated in writing by the Borrower in a certificate delivered to the Administrative Agent as land that is reasonably expected to satisfy all such criteria within twelve (12) months after such date. For purposes of clarification, if any, such land shall be deemed to be included in Construction in Progress as of such date of designation and from and after such date shall not be considered Unimproved Land.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Unsecured Indebtedness” means, with respect to any Person, all Indebtedness of such Person for borrowed money that does not constitute Secured Indebtedness.

“Unsecured Interest Expense” means, for any period, all Consolidated Interest Expense for such period attributable to Unsecured Indebtedness.

“USD LIBOR” is defined in Section 3.3(h).

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the beneficial ownership of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the beneficial ownership of which shall at the time be so owned or controlled.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of such Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II.

THE CREDIT

2.1.Advances.

(a)    Generally. Subject to the terms and conditions of this Agreement, the Revolving Lenders severally agree to make Revolving Advances through the Administrative Agent to the Borrower in Dollars from time to time prior to the Revolving Facility Termination Date, and to support the issuance of Facility Letters of Credit under Article IIA of this Agreement, providedthat the making of any such Advance or the issuance of such Facility Letter of Credit will not:

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(i)    cause the then-current Outstanding Facility Amount to exceed the then-current Aggregate Commitment; or

(ii)    cause the then-current Outstanding Revolving Amount to exceed the then-current aggregate Revolving Commitments; or

(iii)    [reserved]; or

(iv)    cause the then-outstanding Facility Letters of Credit Obligations to exceed the Facility Letter of Credit Sublimit; or

(v)    cause the Unencumbered Leverage Ratio to exceed the maximum percentage then permitted under Section 6.21(iii).

Subject to Section 2.2, the Advances may be, Floating Rate Advances or LIBOR Rate Advances. Each Revolving Lender shall fund its Revolving Percentage of each such Revolving Advance, no Revolving Lender will be required to fund any amounts which, when aggregated with such Lender’s Revolving Percentage of all other Revolving Advances then outstanding and of all Facility Letter of Credit Obligations, would exceed such Lender’s then-current Revolving Commitment. This facility (“Facility”) is both a term loan and a revolving credit facility. Subject to the provisions of this Agreement, Borrower may request Revolving Advances hereunder from time to time, repay such Revolving Advances and reborrow Revolving Advances at any time prior to the Revolving Facility Termination Date.

(b)    [reserved].

(c)    Extension of Revolving Facility Termination Date. The Revolving Facility Termination Date can be extended at the Borrower’s request for two (2) extension periods of six-months each upon written notice to the Administrative Agent received by the Administrative Agent not later than 90 days prior to the then-current Revolving Facility Termination Date (a “Revolving Extension Notice”), provided that (i) no Default or Unmatured Default of which, in the case of an Unmatured Default, either the Administrative Agent has notified the Borrower or the Borrower has notified the Administrative Agent and the Lenders pursuant to Section 6.3, has occurred and is continuing when the Revolving Extension Notice is given and on the day immediately preceding the first day of such extension period, (ii) the representations and warranties contained in Article V shall be true and correct in all material respects as of the date of Revolving Extension Notice and on the day immediately preceding the first day of such extension period, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) the Borrower pays, on or prior to the first day of the applicable extension period, an extension fee to the Administrative Agent for the account of the Revolving Lenders equal to (0.075%) of the then-current Revolving Commitment of each such Lender. In no event shall the Revolving Facility Termination Date be extended to a date later than January 8, 2027 except as otherwise permitted by Section 8.2.

(d)    [reserved].

    (e)    [reserved].

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    (f)    Revolving Commitments on the Agreement Effective Date. On the Agreement Effective Date, the parties hereto agree that the amount of each Revolving Lender’s Revolving Commitment is as set forth on Schedule I. On the Agreement Effective Date, the Revolving Commitment of each of the Revolving Lenders, the outstanding amount of all outstanding Revolving Loans and the participation interests of the Revolving Lenders in any outstanding Facility Letters of Credit shall be allocated among the Revolving Lenders in accordance with their respective Revolving Percentages. To effect such allocations, (1) each Revolving Lender whose Revolving Percentage on the Agreement Effective Date exceeds the Percentage (as defined in the Existing Agreement) applicable to its Revolving Commitment under the Existing Agreement immediately prior to the effectiveness of this Agreement and (2) any Lender providing a new Revolving Commitment hereunder, shall make a Revolving Advance in such amount as is necessary so that the aggregate principal amount of Revolving Loans held by such Lender as of the Agreement Effective Date shall equal such Lender’s Revolving Percentage of the aggregate outstanding amount of the Revolving Loans as of the Agreement Effective Date. The Administrative Agent shall make such amounts of the proceeds of such Revolving Loans available to each Revolving Lender whose Revolving Percentage is less than the amount of such Lender’s Percentage (as defined in the Existing Agreement) applicable to its Revolving Commitment under the Existing Agreement immediately prior to the effectiveness of this Agreement as is necessary so that the aggregate principal amount of Revolving Advances held by such Lender as of the Agreement Effective Date shall equal such Lender’s Revolving Percentage of the aggregate principal amount of the Revolving Advances as of the Agreement Effective Date. Except for Notes to be provided to the Revolving Lenders, no other documents, instruments or assignment fees shall be, or shall be required to be, executed or paid in connection with such allocations (all of which are hereby waived, as necessary).

2.2.Ratable and Non Ratable Advances. Revolving Advances hereunder shall consist of Revolving Loans made from the Revolving Lenders ratably based on each Revolving Lender’s Revolving Percentage. The Advances may be Floating Rate Advances, LIBOR Rate Advances or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.

2.3.Final Principal Payment. Any outstanding Revolving Advances and all other unpaid obligations related or allocable to the Revolving Commitments and any other obligations under this Agreement not specifically related or allocable to the Term Advances shall be paid in full by the Borrower on the Revolving Facility Termination Date. Any outstanding Term Advances, and all other unpaid Obligations relating or allocable to the Term Loans shall be paid in full by the Borrower on the Term Facility Termination Date.

2.4.[Reserved].

2.5.Facility Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee (the “Facility Fee”) equal to an aggregate amount computed on a daily basis by multiplying (i) the Facility Fee Percentage applicable to such day, expressed as a per diem rate, times (ii) the Revolving Commitments in effect on such day. The Facility Fee shall be payable quarterly in arrears on the first Business Day of each calendar quarter (for the prior calendar quarter) and upon any termination of the Revolving Commitments in their entirety. Following its receipt of any such Facility Fee, Administrative Agent shall promptly pay to each Lender with a Revolving Commitment an aggregate amount equal to the sum of such Lender’s Revolving Percentage of the daily amount of such Facility Fee, based on such Lender’s Revolving Commitment on such day. The Facility Fee shall be computed on a 360 day year, and actual days elapsed.

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2.6.Other Fees. The Borrower agrees to pay all fees payable to the Administrative Agent and the Arrangers pursuant to (i) the Borrower’s letter agreement with the Administrative Agent, the Book Managers and Wells Fargo Bank, National Association dated as of June 3, 2021 (the “Fee Letter”) and (ii) such other written agreements regarding this Agreement with the Arrangers.

2.7.Minimum Amount of Each Advance. Each Advance shall be in the minimum amount of $1,000,000; provided, however, that any Floating Rate Advance constituting a Revolving Advance may be in the amount of the unused aggregate Revolving Commitments.

2.8.Principal Payments.

(a)    Optional. The Borrower may from time to time pay, without penalty or premium, all or any part of outstanding Floating Rate Advances of a Class without prior notice to the Administrative Agent. A LIBOR Rate Advance may be paid on the last day of the applicable Interest Period or, if and only if the Borrower pays any amounts due to the Lenders under Sections 3.4 and 3.5 as a result of such prepayment, on a day prior to such last day. Unless otherwise directed by the Borrower by written notice to the Administrative Agent, all principal payments made when no Default has occurred and is continuing shall first be applied to repay all outstanding Revolving Advances and then to repay the Term Advances of each Class of Term Loans. If a Default has occurred and is continuing such principal payment shall be applied as provided in Section 8.5.

(b)    Mandatory. Mandatory partial principal payments shall be due from time to time if, (i) due to an increase in the aggregate amount of Unsecured Indebtedness of the Consolidated Group or any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Consolidated Group (excluding from such Unsecured Indebtedness any Guarantee Obligations) shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the effect of any other provision of this Agreement requiring such a principal payment, any of the categories of the Obligations described in clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of any such reduction arising from results reported in a quarterly financial statement of Borrower and related Compliance Certificate, ten (10) Business Days after delivery of such quarterly financial statement and Compliance Certificate under Section 6.1 evidencing such reduction or (ii) in all other cases, ten (10) Business Days after Borrower’s receipt of written notice from the Administrative Agent of the existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such determination).

2.9.Method of Selecting Classes and Types and Interest Periods for New Advances. The Borrower shall select the Class and Type of Advance and, in the case of each LIBOR Rate Advance that is not a Same-Day Borrowing, the LIBOR Interest Period applicable to each Advance from time to time in accordance with this Section or Section 2.10, as applicable. The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) in the form attached as Exhibit F and made a part hereof

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(i) not later than 1:00 p.m. Cleveland, Ohio time on the Business Day immediately preceding the Borrowing Date of each Floating Rate Advance (other than any Same-Day Borrowing), (ii) not later than 10:00 a.m. Cleveland, Ohio time, at least three (3) Business Days before the Borrowing Date for each LIBOR Rate Advance (other than any Same-Day Borrowing) and (iii) not later than 10:00 a.m. Cleveland, Ohio time on the same day as the Borrowing Date for each Same-Day Borrowing, which shall specify:

(i)    the Borrowing Date, which shall be a Business Day, of such Advance,

(ii)     the aggregate amount of such Advance,

(iii)     the Class and Type of Advance selected,

(iv)    [reserved]; and

(v)    in the case of each LIBOR Rate Advance, the LIBOR Interest Period applicable thereto (or in the case of a Same-Day Borrowing, the LIBOR Market Index Rate).

Each Lender required to make a Loan in connection with a requested Advance shall make available its Loan or Loans, in funds immediately available in Cleveland, Ohio to the Administrative Agent at its address specified pursuant to Article XIII on each Borrowing Date not later than noon (Cleveland, Ohio time). The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

No LIBOR Interest Period may end after the applicable Facility Termination Date for such Class of Advances and, unless the Required Lenders otherwise agree in writing, in no event may there be more than seven (7) different LIBOR Interest Periods for LIBOR Rate Advances outstanding at any one time.

2.10.Conversion and Continuation of Outstanding Advances. Floating Rate Advances of a Class shall continue as Floating Rate Advances of such Class unless and until such Floating Rate Advances are converted into LIBOR Rate Advances of the same Class. Each LIBOR Rate Advance of a Class shall continue as a LIBOR Rate Advance of such Class until the end of the then applicable Interest Period therefore, at which time such LIBOR Rate Advance shall be automatically converted into a Floating Rate Advance of the same Class unless the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice” requesting that, at the end of such Interest Period, such LIBOR Rate Advance either continue as a LIBOR Rate Advance of the same Class for the same or another Interest Period or be converted to an Advance of another Type but of the same Class. Subject to the terms of Section 2.7, the Borrower may elect from time to time to convert all or any part of a Floating Rate Advance of a Class into a LIBOR Rate Advance of the same Class and vice versa; provided that any conversion of any LIBOR Rate Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a LIBOR Rate Advance or continuation of a LIBOR Rate Advance not later than 10:00 a.m. (Cleveland, Ohio time), at least three Business Days, in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:

(i)    the requested date which shall be a Business Day, of such conversion or continuation;

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(ii)    the aggregate amount and Type of the Advance which is to be converted or continued;

(iii)    the Class of Advance which is to be converted or continued; and

(iv)    the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a LIBOR Rate Advance, the duration of the Interest Period applicable thereto.

2.11.Changes in Interest Rate, Etc. Each Floating Rate Advance of a Class shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a LIBOR Rate Advance into a Floating Rate Advance pursuant to Section 2.10 to but excluding the date it becomes due or is converted into a LIBOR Rate Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate applicable to such Class of Advance in effect from time to time. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each LIBOR Rate Advance shall bear interest from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the LIBOR Rate applicable to such Class of LIBOR Rate Advance.

2.12.Rates Applicable After Default. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a LIBOR Rate Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that (i) each LIBOR Rate Advance shall bear interest for the remainder of the applicable Interest Period at the LIBOR Rate otherwise applicable to such LIBOR Rate Advance for such Interest Period plus 4% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate otherwise applicable to the Floating Rate Advance plus 4% per annum; provided, however, that the Default Rate shall become applicable automatically if a Default occurs under Section 7.1 or 7.2, unless waived by the Required Lenders.

2.13.Method of Payment.

(i)     All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available Dollars to the Administrative Agent on behalf of the applicable Lenders at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by noon (Cleveland, Ohio time) on the date when due and shall be applied by the Administrative Agent in accordance with the applicable terms of this Agreement.

(ii)     As provided elsewhere herein, all Revolving Lenders’ interests in the Revolving Advances, all interests of the Term Lenders of a Class in the Term Advances of such Class, and all Lenders’ interests in the Loan Documents shall be ratable undivided interests and none of such Lenders’ interests shall have priority over the others.

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Each payment delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be paid promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at such Lender’s address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Payments received by the Administrative Agent on behalf of the Lenders but not timely funded to the Lenders shall bear interest payable by the Administrative Agent at the Federal Funds Effective Rate from the date due until the date paid. The Administrative Agent is hereby authorized to charge the account of the Borrower maintained with KeyBank for each payment of principal, interest and fees as it becomes due hereunder.

2.14.Notes; Telephonic Notices. Each Lender is hereby authorized to record the principal amount of each of its Loans of each Class and each repayment on the schedule attached to its Note, provided, however, that the failure to so record shall not affect the Borrower’s obligations under such Note. The Borrower hereby authorizes the Lenders and the Administrative Agent on behalf of the Lenders to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any Authorized Officer. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error. The Administrative Agent will at the request of the Borrower, from time to time, but not more often than monthly, provide Borrower with the amount of the outstanding Aggregate Commitment and the applicable interest rate for a LIBOR Rate Advance. Upon a Lender’s furnishing to Borrower an affidavit to such effect, if a Note is mutilated, destroyed, lost or stolen, Borrower shall deliver to such Lender, in substitution therefore, a new note containing the same terms and conditions as such Note being replaced.

2.15.Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, at maturity, whether by acceleration or otherwise, with respect to interest on the Term Advances of a Class at the repayment in full of the Term Advances of such Class, and, with respect to interest accrued on the Revolving Advances, upon any termination of the Revolving Commitments in their entirety. Interest, Facility Fees, Facility Letter of Credit Fees and all other fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (Cleveland, Ohio time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.16.[reserved].

2.17.Notification of Advances, Interest Rates and Prepayments. The Administrative Agent will notify each Lender of the applicable Class of the contents of each Borrowing Notice regarding Loans of such Class, Conversion/Continuation Notice regarding Loans of such Class, and repayment notice with

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respect to Loans of such Class received by it hereunder not later than the close of business on the Business Day such notice is received by the Administrative Agent. The Administrative Agent will notify each Lender of a Class of the interest rate applicable to each LIBOR Rate Advance of such Class promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

2.18.Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for the benefit of such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower, designate a Lending Installation through which Loans will be made by it and for whose account Loan payments are to be made.

2.19.Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the time at which it is scheduled to make payment to the Administrative Agent on behalf of the Lenders of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been, or will be, made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of payment by the Borrower, the interest rate applicable to the relevant Class and Type of Loan. If such Lender so repays such amount and interest thereon to the Administrative Agent within one Business Day after such demand, all interest accruing on the Loan not funded by such Lender during such period shall be payable to such Lender when received from the Borrower.

2.20.Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (c) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be

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obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.21.Usury. This Agreement, each Note and each other Loan Document are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of any Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under any Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the applicable Loans until payment in full so that the rate or amount of interest on account of such Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to such Loan for so long as such Loan is outstanding.

2.22.Termination or Increase in Commitments; Additional Term Loans.

(a)Termination. Borrower shall have the right, upon at least three (3) Business Days’ notice to the Administrative Agent and the Lenders, to terminate or cancel, in whole or in part, the unused portion of the Revolving Commitments in excess of the Outstanding Revolving Amount, provided that each partial reduction shall be in a minimum amount of $1,000,000 or any whole multiple of $250,000 in excess thereof. Any partial termination of the Revolving Commitments shall be applied to reduce the Revolving Commitments on a pro rata basis. Once terminated or reduced, the Revolving Commitments may not be reinstated or increased thereafter.

(b)Increase in Commitments. Borrower shall have the right exercisable 5 times, upon at least 10 Business Days’ notice to the Administrative Agent and the Lenders, to request (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $750,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such

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increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (z) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

2.23.Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Revolving Lenders under Sections 2.1(a) and 2A.6(b) shall be made from the Revolving Lenders, each payment of the fees under Sections 2.1(c)(iv), 2.4 and 2.5 and the first sentence of Section 2A.8(a) shall be made for the account of the Revolving Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.22(a) shall be applied to the respective Revolving Commitments of the Revolving Lenders, pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans shall be made for the account of the Revolving Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 10.14, if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as

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nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Revolving Lenders pro rata in accordance with such respective Revolving Commitments; (c) [reserved]; (d) each payment or prepayment of principal of Term Loans of a Class shall be made for the account of the Term Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Term Loans of such Class held by them; (e) each payment of interest on Loans of a Class shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders of such Class; (f) the Conversion and Continuation of Loans of a particular Class and Type shall be made pro rata among the Lenders of such Class according to the amounts of their respective Loans of such Class, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous and (g)  the Revolving Lenders’ participation in, and payment obligations in respect of, Facility Letters of Credit under Section 2A.6, shall be in accordance with their respective Revolving Percentages.

ARTICLE IIA
LETTER OF CREDIT SUBFACILITY

2A.1    Obligation to Issue. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, the Issuing Bank hereby agrees to issue for the account of the Borrower, one or more Facility Letters of Credit in accordance with this Article IIA, from time to time during the period commencing on the Agreement Effective Date and ending on the date sixty (60) days prior to the Revolving Facility Termination Date.

2A.2    Types and Amounts. The Issuing Bank shall not have any obligation to:

(i)    issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;

(ii)    issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then current Aggregate Commitment or (2) the then-applicable Outstanding Revolving Amount would exceed the then-current aggregate Revolving Commitments or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or

(iii)    issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date to a date, beyond the sixtieth (60th) day prior to the Revolving Facility Termination Date, provided that, if Borrower then has an unexpired option to extend the Revolving Facility Termination Date under Section 2.1, Borrower may request an expiration date during such extension so long as Borrower specifically acknowledges that it shall deposit the full undrawn amount of any such Facility Letter of Credit into the Letter of Credit Collateral Account on or before the then-current Revolving Facility Termination Date, if any such extension is not exercised or is not exercisable.

2A.3    Conditions. In addition to being subject to the satisfaction of the conditions contained in Article IV hereof and in the balance of this Article IIA, the obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions:

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(i)    the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and the Loan Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be reasonably satisfactory to the Issuing Bank as to form and content;

(ii)    as of the date of issuance, no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter of Credit in particular; and

(iii)    there shall not exist any Default or Unmatured Default.

2A.4    Procedure for Issuance of Facility Letters of Credit.

(a)    Borrower shall give the Issuing Bank and the Administrative Agent at least three (3) Business Days’ prior written notice of any requested issuance of a Facility Letter of Credit under this Agreement (a “Letter of Credit Request”), such notice shall be irrevocable, except as provided in Section 2A.4(b)(i) below, and shall specify:

(i)    the stated amount of the Facility Letter of Credit requested (which stated amount shall not be less than $50,000);

(ii)    the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit (the “Issuance Date”);

(iii)    the date on which such requested Facility Letter of Credit is to expire (which day shall be a Business Day which is not less than sixty (60) days prior to the Revolving Facility Termination Date except as provided in Section 2A.2(iii) above);

(iv)    the purpose for which such Facility Letter of Credit is to be issued;

(v)    the Person for whose benefit the requested Facility Letter of Credit is to be issued; and

(vi)    any special language required to be included in the Facility Letter of Credit.

At the time such request is made, the Borrower shall also provide the Administrative Agent and the Issuing Bank with a copy of the form of the Facility Letter of Credit that the Borrower is requesting be issued and shall execute and deliver the Issuing Bank’s customary letter of credit application and reimbursement agreement with respect thereto. Such notice, to be effective, must be received by such Issuing Bank and the Administrative Agent not later than noon (Cleveland, Ohio time) on the last Business Day on which notice can be given under this Section 2A.4(a). Administrative Agent shall,

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promptly upon request by a Revolving Lender, provide a copy of such Letter of Credit Request to such Revolving Lender.

(b)    Subject to the terms and conditions of this Article IIA and provided that the applicable conditions set forth in Article IV hereof have been satisfied, the Issuing Bank shall, on the Issuance Date, issue a Facility Letter of Credit on behalf of the Borrower in accordance with the Letter of Credit Request and the Issuing Bank’s usual and customary business practices unless the Issuing Bank has actually received (i) written notice from the Borrower specifically revoking the Letter of Credit Request with respect to such Facility Letter of Credit given not later than the Business Day immediately preceding the Issuance Date, or (ii) written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would violate Section 2A.2.

(c)    The Issuing Bank shall give the Administrative Agent (who shall promptly notify Lenders) and the Borrower written notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of a Facility Letter of Credit (the “Issuance Notice”).

(d)    The Issuing Bank shall not extend or amend any Facility Letter of Credit unless the requirements of this Section 2A.4 are met as though a new Facility Letter of Credit was being requested and issued.

2A.5    Reimbursement Obligations; Duties of Issuing Bank.

(a)    The Issuing Bank shall promptly notify the Borrower and the Administrative Agent (who shall promptly notify Lenders) of any draw under a Facility Letter of Credit. Any such draw shall not be deemed to be a default hereunder but shall constitute a Revolving Advance in the amount of the Reimbursement Obligation with respect to such Facility Letter of Credit and shall bear interest from the date of the relevant drawing(s) under the pertinent Facility Letter of Credit at the Floating Rate for Revolving Loans; provided that if a Default exists at the time of any such drawing(s), then the Borrower shall reimburse the Issuing Bank for drawings under a Facility Letter of Credit issued by the Issuing Bank no later than the next succeeding Business Day after the payment by the Issuing Bank and until repaid such Reimbursement Obligation shall bear interest at the Default Rate.

(b)    Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Facility Letter of Credit, if taken or omitted in the absence of willful misconduct or gross negligence, shall not put the Issuing Bank under any resulting liability to any Lender or, provided that such Issuing Bank has complied with the procedures specified in Section 2A.4, relieve any Revolving Lender of its obligations hereunder to the Issuing Bank. In determining whether to pay under any Facility Letter of Credit, the Issuing Bank shall have no obligation relative to the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered in compliance, and that they appear to comply on their face, with the requirements of such Letter of Credit.

2A.6    Participation.

(a)    Immediately upon the issuance on or after the Agreement Effective Date by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender’s Revolving Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder.

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Each Revolving Lender’s obligation to make further Revolving Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent Facility Letters of Credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender’s Revolving Percentage of the undrawn portion of each Facility Letter of Credit outstanding.

(b)    In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender’s Revolving Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. A Revolving Lender’s payment of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender and shall constitute outstanding principal under such Lender’s Note. The failure of any Revolving Lender to make available to the Administrative Agent for the account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any such payment shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder.

(c)    Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Revolving Lenders and the Administrative Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) pay to each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Revolving Percentage thereof.

(d)    Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender.

(e)    The obligations of a Revolving Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

2A.7    Payment of Reimbursement Obligations.

(a)    The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due,

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irrespective of any claim, set off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances:

(i)    any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(ii)    the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Facility Letter of Credit);

(iii)    any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect;

(iv)    the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

(v)    the occurrence of any Default or Unmatured Default.

(b)    In the event any payment by the Borrower received by the Issuing Bank or the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Revolving Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent or Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender’s Revolving Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank or the Administrative Agent upon the amount required to be repaid by the Issuing Bank or the Administrative Agent.

2A.8    Compensation for Facility Letters of Credit.

(a)    The Borrower shall pay to the Administrative Agent, for the ratable account of the Revolving Lenders (including the Issuing Bank), based upon such Lenders’ respective Revolving Percentages, a per annum fee (the “Facility Letter of Credit Fee”) as a percentage of the face amount of each Facility Letter of Credit outstanding equal to the Applicable Margin for Revolving Advances in effect from time to time hereunder while such Facility Letter of Credit is outstanding. The Facility Letter of Credit Fee relating to any Facility Letter of Credit shall accrue on a daily basis and shall be due and payable in arrears on the first Business Day of each calendar quarter following the issuance of such Facility Letter of Credit and, to the extent any such fees are then due and unpaid, on the Revolving Facility Termination Date or any other earlier date that the Obligations are due and payable in full. The Administrative Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) remit such Facility Letter of Credit Fees, when paid, to the other Revolving Lenders in accordance with their Revolving Percentages thereof. The Borrower shall not have any liability to any Revolving Lender for the

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failure of the Administrative Agent to promptly deliver such funds to any such Lender and shall be deemed to have made all such payments on the date the respective payment is made by the Borrower to the Administrative Agent, provided such payment is received by the time specified in Section 2.13 hereof.

(b)    The Issuing Bank also shall have the right to receive solely for its own account an issuance fee equal to the greater of (A) $1,500 or (B) one eighth of one percent (0.125%) per annum to be calculated on the face amount of each Facility Letter of Credit for the stated duration thereof, based on the actual number of days and using a 360-day year basis. The issuance fee shall be payable by the Borrower on the Issuance Date for each such Facility Letter of Credit and on the date of any increase therein or extension thereof. The Issuing Bank shall also be entitled to receive its reasonable out of pocket costs and the Issuing Bank’s standard charges of issuing, amending and servicing Facility Letters of Credit and processing draws thereunder.

2A.9    Letter of Credit Collateral Account. The Borrower hereby agrees that it will immediately upon the request of the Administrative Agent or prior to the Revolving Facility Termination Date if a Facility Letter of Credit is outstanding and unexpired on such date as provided in Section 2A.2(iii) above, establish a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Letter of Credit Collateral Account shall hold the deposits the Borrower is required to make upon the Revolving Facility Termination Date related to any outstanding and unexpired Facility Letter of Credit or after a Default on account of any outstanding Facility Letters of Credit as described in Section 8.1. In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of each of the Revolving Lenders, a security interest in and to the Letter of Credit Collateral Account and any funds that may hereafter be on deposit in such account, including income earned thereon. The Revolving Lenders acknowledge and agree that the Borrower has no obligation to fund the Letter of Credit Collateral Account unless and until so required under Section 2A.2(iii) or Section 8.1 hereof. The Administrative Agent shall have the authority to establish, for the benefit of the Revolving Lenders, the Letter of Credit Collateral Account upon the occurrence of a Default under Section 7.6 or 7.7; provided that, the Administrative Agent shall not establish the Letter of Credit Collateral Account prior to the occurrence of a Default under Section 7.6 or 7.7.

ARTICLE III.
CHANGE IN CIRCUMSTANCES

3.1.Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or any other Change:

(i)    subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Rate Loans, or

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(ii)    imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Rate Advances), or

(iii)    imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Rate Loans, by an amount deemed material by such Lender as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its LIBOR Rate Loans or Revolving Commitment, if any, or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Rate Loans or Revolving Commitment, then, within 15 days of a demand by such Lender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or (iii) above, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

3.2.Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) 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”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations 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, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

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3.3.Availability of Types of Advances; Inability to Determine Rates.

(a)    Availability of Types of Advances. If any Lender in good faith determines that maintenance of any of its LIBOR Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, such Lender shall promptly notify the Administrative Agent thereof and the Administrative Agent shall, with written notice to Borrower, suspend the availability of LIBOR Rate Advances and require any LIBOR Rate Advances to be repaid, then, if for any reason whatsoever the provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of any LIBOR Rate Advances made after the date of any such determination. If the Borrower is required to so repay a LIBOR Rate Advance, (a) with respect to Revolving Advances, the Borrower may concurrently with such repayment borrow from the Revolving Lenders, in the amount of such repayment, a Revolving Advance bearing interest at the Floating Rate and (b) with respect to Term Advances, such LIBOR Rate Advances shall be converted to Floating Rate Advances.

(b)    Inability to Determine Rates. Unless and until a Benchmark Replacement is implemented in accordance with Section 3.3(c) below, if the Administrative Agent reasonably and in good faith determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise that (i) dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (ii) adequate and reasonable means do not exist for determining LIBOR Base Rate for any requested LIBOR Interest Period with respect to a proposed LIBOR Rate Loan, or (iii) LIBOR Base Rate for any requested LIBOR Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Required Lenders of funding such Loan, and, in any such event, Administrative Agent shall have also made such determination with respect to similarly situated loans in which it is serving as administrative agent or otherwise consistent with market practice generally, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans and Floating Rate Loans as to which the interest rate is determined by reference to LIBOR Market Index Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed. Upon receipt of such notice, the Borrower may revoke any pending request for the borrowing of, conversion to or continuation of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request for the borrowing of Loans that are Floating Rate Loans (with the Floating Rate determined other than by reference to LIBOR Market Index Rate) in the amount specified therein.

(c)    Replacing USD LIBOR. On March 5, 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earliest of (i) July 1, 2023, (ii) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (iii) the Early Opt-in Effective Date, if the then-current Benchmark is USD LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

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(d)    Replacing Future Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above with respect to USD LIBOR), the then-current Benchmark will be replaced with the Benchmark Replacement for all purposes hereunder and under any Loan Document in respect of any Benchmark setting on the later of (i) as of 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower or (ii) such other date as may be determined by the Administrative Agent in accordance with then applicable market practice, in each case, without any further action or consent of any other party to this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time (or, in the case of clause (ii) above, such time as may be specified by the Administrative Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders; provided, however, that in the event that the then-current Benchmark is not a SOFR-based rate, then the Benchmark Replacement shall be determined in accordance with clause (1) of the definition of “Benchmark Replacement” unless the Administrative Agent has determined in good faith that neither of such alternative rates is available. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Floating Rate Loans. During the period referenced in the foregoing sentence, the component of Alternate Base Rate based upon the Benchmark will not be used in any determination of the Alternate Base Rate.

(e)    Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement (whether in connection with the replacement of USD LIBOR or any future Benchmark), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(f)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section including, without limitation, any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section, and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

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(g)    Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR or any alternate rate selected in an Early Opt-in Election), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, the Administrative Agent may reinstate any previously removed tenor for such Benchmark (including any Benchmark Replacement) settings.

(h)    Certain Defined Terms. As used in this Section:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” means, initially, USD LIBOR; provided that if a replacement for the Benchmark has occurred pursuant to this Section, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

(1)    for purposes of clause (c) of this Section, the first alternative set forth below that can be determined by the Administrative Agent:

        (a)     the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration; provided, that, if the Borrower has provided a notification to the Administrative Agent in writing on or prior to the date on which the Benchmark Replacement will become effective that the Borrower has a Swap Contract in place with respect to any of the Loans as of the date of such notice (which such notification the Administrative Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness or completeness of), then the Administrative Agent, in its sole discretion, may decide not to determine the Benchmark Replacement pursuant to this clause (1)(a) for such Benchmark Transition Event or Early Opt-in Election, as applicable; or

        (b)     the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment for an Available Tenor of one-month’s duration (0.11448% (11.448 basis points));

provided, however, that if an Early Opt-in Election has been made, the Benchmark Replacement will be the benchmark selected in connection with such Early Opt-in Election; and

(2)    for purposes of clause (d) of this Section, the sum of: (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value, or zero),

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in each case, that has been selected pursuant to this clause (2) by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for all purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark (other than USD LIBOR), the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business

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Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” means the occurrence of:

(1)a notification by the Administrative Agent to each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time incorporate or adopt (as a result of amendment or as originally executed) either a SOFR-based rate (including SOFR or Term SOFR or any other rate based upon SOFR) as a benchmark rate or an alternate benchmark interest rate to replace USD LIBOR (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, for any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org. (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time), on the immediately succeeding Business Day.

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

3.4.Funding Indemnification. If any payment of a LIBOR Rate Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a LIBOR Rate Advance is not made or continued on the date specified by the Borrower for any reason other than default by the Lenders or as a result of unavailability pursuant to Section 3.3, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost (incurred or expected to be incurred) in liquidating or employing deposits acquired to fund or maintain the LIBOR Rate Advance and shall pay all such losses or costs within fifteen (15) days after written demand therefor.

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3.5.Taxes.

(i)    All payments by the Borrower to or for the account of any Lender or the Administrative Agent on behalf of the Lenders hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent on behalf of the Lenders, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Administrative Agent on behalf of the Lenders (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

(ii)    In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

(iii)    The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent on behalf of the Lenders or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes demand therefore pursuant to Section 3.6.

(iv)    Each Lender that is not incorporated under the laws of the United States of America, a state thereof or the District of Columbia (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date it becomes a party to this Agreement, (i) deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN (or W8BEN-E, as applicable) or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred

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prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v)    For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States.

(vi)    Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate following receipt of such documentation.

(vii)    If the U.S. Internal Revenue Service or any other Governmental Authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement and any such Lender obligated to indemnify the Administrative Agent shall not be entitled to indemnification from the Borrower with respect to such amounts, whether pursuant to this Article III or otherwise, except to the extent the Borrower participated in the actions giving rise to such liability.

(viii)    If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by applicable 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

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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 (viii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b))

3.6.Lender Statements; Survival of Indemnity; Delay in Requests. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its LIBOR Rate Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of LIBOR Rate Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a LIBOR Rate Loan shall be calculated as though each Lender funded its LIBOR Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. Failure or delay on the part of any Lender or the Letter of Credit Issuer to demand compensation pursuant to Section 3.1 or 3.2 shall not constitute a waiver of the right of such Lender or Letter of Credit Issuer to demand such compensation; provided that Borrower shall not be required to compensate a Lender or the Letter of Credit Issuer pursuant to Section 3.1 or 3.2, as applicable, for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the Letter of Credit Issuer, as the case may be, notifies Borrower of the Change giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change 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).

ARTICLE IV.
CONDITIONS PRECEDENT

4.1.Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Book Managers and the Administrative Agent hereunder, and (ii) the Borrower shall have furnished to the Administrative Agent, the following:

(a)    The duly executed originals of the Loan Documents, including the Notes payable to the order of each of the Lenders, this Agreement and the Disclosure Letter;

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(b)    Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date;

(c)    Copies of the formation documents (including code of regulations, if appropriate) of the Borrower, certified by an officer of the Borrower, together with all amendments thereto;

(d)    Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

(e)    Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a Secretary or an Assistant Secretary of the Borrower), authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower;

(f)    A written opinion of the Borrower’s counsel, addressed to the Lenders in such form as the Administrative Agent may reasonably approve;

(g)    A certificate, signed by an officer of the Borrower, stating that on the Agreement Effective Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) all representations and warranties of the Borrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iv) no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Borrower to perform its obligations under the Loan Documents, provided that such certificate is in fact true and correct;

(h)    The most recent financial statements of the Borrower;

(i)    Written money transfer instructions addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;

(j)    Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial Advance hereunder;

(k)    A pro forma Compliance Certificate pursuant to Section 6.1(v);

(l)    A Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Agreement Date;

(m)    A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value;

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(n)    All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and

(o)    Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

4.2.Each Advance and Issuance. The Lenders shall not be required to make any Advance or issue any Facility Letter of Credit unless on the applicable Borrowing Date or date of issuance of such Facility Letter of Credit:

(i)    There exists no Default or Unmatured Default; and

(ii)    The representations and warranties contained in Article V are true and correct as of such Borrowing Date or date of issuance, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents.

Each Borrowing Notice and each Letter of Credit Request with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and Lenders that:

5.1.Existence. The Borrower is a corporation duly organized and validly existing under the laws of the State of Maryland. The Borrower has its principal place of business in Oak Brook, Illinois and is duly qualified as a foreign entity, properly licensed (if required), in good standing and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to be so qualified, licensed and in good standing and to have the requisite authority could not reasonably be expected to have a Material Adverse Effect. Each Subsidiary Guarantor, if any, is duly organized and validly existing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity, properly licensed (if required), and in good standing, and has all requisite authority to conduct its business, in each jurisdiction in which its business is conducted, except where the failure to be so organized, validly existing, qualified, licensed, in good standing and to have the requisite authority could not reasonably be expected to have a Material Adverse Effect.

5.2.Authorization and Validity. Each of the Borrower and the Subsidiary Guarantors, if any, has the corporate power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its respective obligations thereunder, except, solely with respect to the Subsidiary Guarantors, where the failure to have such power, authority and legal right could not reasonably be expected to have a Material Adverse Effect. The execution and delivery by each of the Borrower and the Subsidiary Guarantors, if any, of the Loan Documents to which it is a party and the performance of its respective obligations thereunder have been duly authorized by proper corporate proceedings, except, solely with respect to the Subsidiary Guarantors, if any, where the failure to have

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been duly authorized could not reasonably be expected to have a Material Adverse Effect. The Loan Documents constitute legal, valid and binding obligations of the Borrower and the Subsidiary Guarantors, if any, party thereto enforceable against the Borrower and the Subsidiary Guarantors, if any and as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, and except, solely with respect to the Subsidiary Guarantors, if any, where the failure of the Loan Documents to be legal, valid, binding and enforceable obligations could not reasonably be expected to have a Material Adverse Effect.

5.3.No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any of the Subsidiary Guarantors, if any, of the Loan Documents to which any of them is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or the Borrower’s or any Subsidiary’s articles of incorporation, by-laws, articles of organization, articles of formation, certificates of trust, limited partnership certificates, operating agreements, trust agreements, or limited partnership agreements, or the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien (other than Permitted Liens set forth in Section 6.16) in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required for the legality, validity, binding effect or enforceability of, any of the Loan Documents.

5.4.Financial Statements; Material Adverse Effect. All consolidated financial statements of the Borrower and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. Since December 31, 2020, there has been no change in the business, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

5.5.Taxes. The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries except (a) such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and (b) with respect to the Subsidiaries, to the extent the failure to so file any such returns or to pay any such taxes could not reasonably be expected to have a Material Adverse Effect. As of the Agreement Effective Date, except as set forth in the Disclosure Letter, no tax liens have been filed and no claims are being asserted with respect to such taxes. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries, taken as a whole, in respect of any taxes or other governmental charges are adequate.

5.6.Litigation and Guarantee Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. The Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6.1.

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5.7.Subsidiaries. All of the issued and outstanding shares of capital stock of all Subsidiary Guarantors, if any, that are corporations have been duly authorized and issued and are fully paid and non-assessable, except to the extent that the failure or non-compliance of the same could not reasonably be expected to have a Material Adverse Effect.

5.8.ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $1,000,000. Neither Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate. Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither Borrower nor any other members of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.

5.9.Accuracy of Information. To Borrower’s knowledge, no information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions that Borrower believed to be reasonable at the time.

5.10.Regulations U and X. The Borrower has not used the proceeds of any Advance to buy or carry any margin stock (as defined in Regulation U or Regulation X) in violation of the terms of this Agreement.

5.11.[Intentionally Omitted].

5.12.Compliance With Laws. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except for any non-compliance which would not have a Material Adverse Effect. Neither Borrower nor any Subsidiary has received any written notice to the effect that their operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could have a Material Adverse Effect.

5.13.Ownership of Properties. On the date of this Agreement, the Borrower and its Subsidiaries will have good and marketable title, free of all Liens other than those permitted by Section 6.16, to all of the Property and assets reflected in the financial statements as owned by it, other than those assets represented by mortgage receivables that are required to be consolidated despite the fact that title to the mortgaged assets is not in the Borrower or any of its Subsidiaries and except, solely with respect to the Subsidiaries, to the extent that the failure to have such title or the existence of such Liens could not reasonably be expected to have a Material Adverse Effect.

5.14.Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

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5.15.[Intentionally Omitted].

5.16.Solvency.

(i)    Immediately after the Agreement Effective Date and immediately following the making of each Loan, after giving effect to the application of the proceeds of such Loans and after the issuance of each Facility Letter of Credit, (a) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.

(ii)    The Borrower does not intend to, or to permit any Subsidiary Guarantor to, and does not believe that it or any Subsidiary Guarantor will, incur debts beyond their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Guarantor and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary Guarantor, except, solely with respect to the Subsidiary Guarantors, to the extent the same could not reasonably be expected to have a Material Adverse Effect.

5.17.Insurance The Borrower and its Subsidiaries carry insurance on their Projects, including the Unencumbered Pool Properties, with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar Projects in localities where the Borrower and its Subsidiaries operate, including, without limitation:

(i)    Property and casualty insurance (including coverage for flood and other water damage for any Project located within a 100-year flood plain) in the amount of the replacement cost of the improvements at the Projects (to the extent replacement cost insurance is maintained by companies engaged in similar business and owning similar properties);

(ii)    Builder’s risk insurance for any Project under construction in the amount of the construction cost of such Project;

(iii)    Loss of rental income insurance in the amount not less than one year’s gross revenues from the Projects; and

(iv)    Comprehensive general liability or umbrella insurance in the amount of $20,000,000 per occurrence.

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5.18.Borrower Status. The Borrower is qualified as a real estate investment trust under Section 856 of the Code and currently is in compliance in all material respects with all provisions of the Code applicable to the qualification of the Borrower as a real estate investment trust.

5.19.Environmental Matters. Each of the following representations and warranties is true and correct on and as of the Agreement Effective Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a)    To the knowledge of the Borrower, the Projects of the Borrower and its Subsidiaries do not contain any Materials of Environmental Concern in amounts or concentrations which constitute a violation of, or could reasonably give rise to liability of the Borrower or any Subsidiary under, Environmental Laws.

(b)    To the knowledge of the Borrower, (i) the Projects of the Borrower and its Subsidiaries and all operations at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Borrower and/or its Subsidiaries (x) for at least two (2) years, have in the last two years, or (y) for less than two (2) years, have for such period of ownership, been in compliance in all material respects with all applicable Environmental Laws.

(c)    Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.

(d)    To the knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Projects of the Borrower and its Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability of the Borrower or any Subsidiary under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Projects of the Borrower and its Subsidiaries in violation of, or in a manner that could give rise to liability of the Borrower or any Subsidiary under, any applicable Environmental Laws.

(e)    No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or, to the Borrower’s knowledge, will be named as a party with respect to the Projects of the Borrower and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect to the Projects of the Borrower and its Subsidiaries.

(f)    To the knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Projects of the Borrower and its Subsidiaries, or arising from or related to the operations of the Borrower and its Subsidiaries in connection with the Projects in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

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5.20.OFAC; Sanctions Representation. The Borrower is not, and shall not be at any time, a person with whom the Lenders are restricted from doing business under the regulations of OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, the Borrower hereby agrees to provide to the Administrative Agent any information that the Administrative Agent deems necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering and similar activities. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and the Borrower’s and its Subsidiaries’ respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the Borrower’s, its Subsidiaries’ and, to the knowledge of the Borrower, their respective directors, officers, employees and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or its Subsidiaries is, or derives any of its assets or operating income from investments in or transactions with, a Sanctioned Person and, to the knowledge of the Borrower, none of the respective directors, officers, or to the knowledge of the Borrower, employees or agents of the Borrower or any of its Subsidiaries is a Sanctioned Person.

5.21.Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect:

(i)    Borrower and each of its Subsidiaries owns or has the right to use, under valid license agreements or otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of their respective businesses as now conducted and as contemplated by the Loan Documents, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other proprietary right of any other Person;

(ii)    Borrower and each of its Subsidiaries have taken all such steps as they deem reasonably necessary to protect their respective rights under and with respect to such Intellectual Property;

(iii)    No claim has been asserted by any Person with respect to the use of any Intellectual Property by Borrower or any of its Subsidiaries, or challenging or questioning the validity or effectiveness of any Intellectual Property; and

(iv)    The use of such Intellectual Property by Borrower and each of its Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower or any of its Subsidiaries.

5.22.Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions contemplated hereby. Except as provided in the Fee Letter, no other similar fees or commissions will be payable by any Lender for any other services rendered to the Borrower, any of the Subsidiaries of the Borrower or any other Person ancillary to the transactions contemplated hereby.

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5.23.Unencumbered Pool Properties. As of the Agreement Effective Date, Schedule 1 is, in all material respects, a correct and complete list of all Unencumbered Pool Properties. Each of the assets included by the Borrower in calculations of the Unencumbered Pool Value satisfies all of the requirements contained in this Agreement for the same to be included therein.

5.24.No Bankruptcy Filing. Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against Borrower.

5.25.No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by Borrower with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which Borrower is now or will hereafter become indebted.

5.26.Transaction in Best Interests of Borrower; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of Borrower. The direct and indirect benefits to inure to Borrower pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair consideration” (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by Borrower pursuant to this Agreement and the other Loan Documents. Borrower and its Subsidiaries constitute a single integrated financial enterprise and each receives a benefit from the availability of credit under this Agreement.

5.27.Subordination. Borrower is not a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time of payment of any of the Obligations to any other indebtedness or obligation of any such Persons.

5.28.Beneficial Ownership Certification. As of the Agreement Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct

5.29.Anti-Terrorism Laws.

(i)    None of the Borrower, any of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) and the Patriot Act.

(ii)    None of the Borrower, any of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates, or any of its brokers or other agents acting or benefiting from the Facility is a Prohibited Person. A “Prohibited Person” is any of the following:

(1)    a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(2)    a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

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(3)    a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(4)    a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(5)    a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.

(iii)    None of the Borrower, any of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates or any of its brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (3) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (3) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

5.30.Affected Financial Institution. None of the Borrower, any other Loan Party or any other Subsidiary is an Affected Financial Institution.

ARTICLE VI.
COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1.Financial Reporting. The Borrower will maintain for the Consolidated Group a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and the Lenders:

(i)    As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Borrower and its Subsidiaries, commencing with the fiscal quarter ending June 30, 2021, financial statements prepared in accordance with

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GAAP, including an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated income statement and statement of cash flows of the Borrower and its Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, if any, all certified by an Authorized Officer of the Borrower;

(ii)    As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Borrower and its Subsidiaries, commencing with the fiscal quarter ending June 30, 2021, the following reports in form and substance reasonably satisfactory to the Administrative Agent, all certified by an Authorized Officer of the Borrower:

(1)    a schedule listing all Projects and summary information for each Project, including location, square footage, occupancy, Net Operating Income, debt, and such additional information on all Projects as may be reasonably requested by the Administrative Agent, and

(2)    a statement of the Adjusted Unencumbered Pool NOI and occupancy percentage of the Unencumbered Pool as of the end of the prior fiscal quarter.

(iii)    As soon as available, but in any event not later than 90 days after the close of each fiscal year, for the Borrower and its Subsidiaries, audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, prepared by independent certified public accountants of nationally recognized standing reasonably acceptable to Administrative Agent, and indicating no material weakness in Borrower’s internal controls, together with such additional information and consolidating schedules as may be reasonably requested by the Administrative Agent;

(iv)    As soon as available, but in any event not later than 90 days after the close of each fiscal year for the Borrower and its Subsidiaries, a statement detailing the contributions to Consolidated NOI from each individual Project for the prior fiscal year in form and substance reasonably satisfactory to the Administrative Agent, certified by an Authorized Officer of the Borrower;

(v)    Together with the quarterly and annual financial statements required hereunder, a Compliance Certificate showing the calculations and computations necessary to determine compliance with this Agreement and stating that, to the knowledge of the Authorized Officer signing such Compliance Certificate, no Default or Unmatured Default exists, or if, to such Authorized Officer’s knowledge, any Default or Unmatured Default exists, stating the nature and status thereof.

(vi)    As soon as possible and in any event within 10 days after an Authorized Officer of the Borrower knows that any Reportable Event has occurred with respect to

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any Plan, a statement, signed by an Authorized Officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto;

(vii)    As soon as possible and in any event within 10 days after receipt by an Authorized Officer of the Borrower, a copy of (a) any 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 by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by such Borrower or any of its Subsidiaries, which, in either case, could have a Material Adverse Effect;

(viii)    Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished, including without limitation all form 10-K and 10-Q reports filed with the SEC; and

(ix)    Such other information (including, without limitation, financial statements for the Borrower and non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

6.2.Use of Proceeds.

(a)    The Borrower will use the proceeds of the Advances solely (i) to finance the cost of the Borrower’s or its Subsidiaries’ acquisition, development and redevelopment of Projects, and related tenant improvements, capital expenditures, leasing commissions, (ii) for bridge debt financing, and (iii) for working capital, including without limitation, the repurchase of any common shares of the Borrower (subject to clause (b) below), payment of “earn-outs,” other payments Borrower or any Subsidiary is contractually obligated to make as a result of any prior acquisitions of Projects, contractually obligated payments for redemptions of membership interests under limited liability company operating agreements, and margin payments with respect to Marketable Securities.

(b)    The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances or Facility Letters of Credit (i) to purchase or carry any “margin stock” (as defined in Regulation U or Regulation X) if such usage could constitute a violation of Regulation U or Regulation X by any Lender, (ii) to fund any purchase of, or offer for, any Capital Stock of any Person, unless such Person has consented to such offer prior to any public announcements relating thereto or (iii) directly or, to the knowledge of the Borrower, indirectly in any manner which would violate Anti-Corruption Laws, Anti-Terrorism Laws or applicable Sanctions.

6.3.Notice of Default. The Borrower will give, and will cause each of its Subsidiaries to give, notice in writing to the Administrative Agent and the Lenders of the occurrence of any Default or Unmatured Default promptly after an Authorized Officer obtains knowledge of the same and of any other development, financial or otherwise (including the filing of material litigation), which could reasonably be expected to have a Material Adverse Effect.

6.4.Conduct of Business. The Borrower will do, and will cause each of its Subsidiaries to do, all things necessary to remain duly incorporated or duly qualified, validly existing and in good standing as

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a real estate investment trust, corporation, general partnership, limited partnership, or limited liability company, as the case may be, in its jurisdiction of incorporation/formation (except with respect to mergers permitted pursuant to Section 6.12) and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted and to carry on and conduct its businesses in substantially the same manner as they are presently conducted where the failure to do so could reasonably be expected to have a Material Adverse Effect and, specifically, neither the Borrower nor its Subsidiaries may undertake any business other than the acquisition, development, ownership, management, operation and leasing of Projects, and any business activities and investments incidental thereto.

6.5.Taxes. The Borrower will pay, and will cause each Subsidiary to pay, when due all federal, state and all other material taxes, assessments and governmental charges and levies upon them or their income, profits or Projects, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside and (ii) as set forth in the Disclosure Letter.

6.6.Insurance. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance which is consistent with the representation contained in Section 5.17 on all their Property and the Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried.

6.7.Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject, the violation of which could reasonably be expected to have a Material Adverse Effect. The Borrower will (a) 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, Anti-Terrorism Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

6.8.Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, do all things necessary to maintain, preserve, protect and keep their respective Projects and Properties, reasonably necessary for the continuous operation of the Projects, in good repair, working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.9.Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent or any Lender (which shall be coordinated through the Administrative Agent) upon reasonable prior written notice to an Authorized Officer and at no cost or expense to Borrower (unless a Default shall then exist), by their respective representatives and agents, to inspect any of the Projects, corporate books and financial records of the Borrower and each of its Subsidiaries, to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with officers

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thereof, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lenders may designate.

6.10.Maintenance of Status. The Borrower shall at all times maintain its status as a real estate investment trust in compliance with all applicable provisions of the Code relating to such status.

6.11.Dividends. Subject to the following sentence, Borrower may (i) make any distributions in redemption of any Capital Stock of the Borrower and (ii) make or declare any dividends or similar distributions with respect to its common Capital Stock; provided that during the continuation of any Default, the Borrower shall not declare or make any such dividends or distributions except that the Borrower may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the greater of (x) an amount equal to ninety percent (90%) of Borrower’s real estate investment trust taxable income and (y) the minimum amount necessary for the Borrower to remain in compliance with Section 6.10. If a Default specified in Section 7.1, Section 7.6 or Section 7.7 shall exist, or if as a result of the occurrence of any other Default any of the Obligations have been accelerated pursuant to Section 8.1, the Borrower shall not, and shall not permit any Subsidiary to, make any dividends or distributions to any Person other than the Borrower or a Subsidiary; provided that, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, such Subsidiary may make distributions to holders of Capital Stock in such Subsidiary ratably according to the holders’ respective holdings of the type of Capital Stock in respect of which such distributions are being made and provided further that the Borrower may, in all events, make cash distributions to its shareholders in an aggregate amount equal to the minimum amount necessary for Borrower to remain in compliance with Section 6.10.

6.12.Merger. The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the Borrower (in any merger involving the Borrower) or one of its Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are not otherwise prohibited by the Agreement or any other Loan Document), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Subsidiaries or between the Borrower and a Subsidiary, (b) mergers solely to change the jurisdiction of organization of a Subsidiary, (c) transfers to or from any co-owner of an interest in any Subsidiary pursuant to buy/sell or similar rights granted in such Subsidiary’s organizational documents and (d) mergers involving Subsidiaries to which a Substantial Portion of Total Asset Value is not attributable collectively.

6.13.[Intentionally Omitted].

6.14.Sale and Leaseback. The Borrower will not, nor will it permit any of its Subsidiaries to, sell or transfer a Substantial Portion of its Property in order to concurrently or subsequently lease such Property as lessee.

6.15.[Intentionally Omitted].

6.16.Liens. The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:

(i)    Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books, or which are on a Project whose contribution to Total Asset Value is either less than the outstanding principal

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balance of Secured Indebtedness encumbering such Project or does not exceed such principal balance by more than five percent (5%);

(ii)    Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on their books;

(iii)    Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(iv)    Easements, restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way adversely affect the marketability of the same or adversely interfere with the use thereof in the business of the Borrower or its Subsidiaries;

(v)    Liens arising out of non-compliance with the requirements of Section 6.5, as and to the extent set forth in the Disclosure Letter; and

(vi)    Liens other than Liens described in subsections (i) through (iv) above arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a Default in any of Borrower’s covenants herein.

Liens permitted pursuant to this Section 6.16 shall be deemed to be “Permitted Liens”.

6.17.Affiliates. The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

6.18.Financial Undertakings. The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent entered into for the purpose of protecting the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

6.19.[Intentionally Omitted].

6.20.[Intentionally Omitted].

6.21.Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit:

(i)    the Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%, then the Borrower shall be deemed to be in compliance with this Section 6.21(i) so long as (a) the Borrower completed a Material Acquisition during the

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quarter in which such ratio first exceeded 60.0%, (b) such ratio does not exceed 60.0% for a period of more than one fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, (c) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso more than two times during the term of this Agreement and (d) such ratio is not greater than 65.0% at any time;

(ii)    the Fixed Charge Coverage Ratio to be less than 1.50 to 1.00;

(iii)    the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%, then the Borrower shall be deemed to be in compliance with this Section 6.21(iii) so long as (a) the Borrower completed a Material Acquisition during the quarter in which such ratio first exceeded 60.0%, (b) such ratio does not exceed 60.0% for a period of more than one fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, (c) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso more than two times during the term of this Agreement and (d) such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) shall occur (or be deemed to have occurred) unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.8(b);

(iv)    the Unencumbered Interest Coverage Ratio to be less than 1.75 to 1:00; and

(v)    Secured Indebtedness to be more than forty-five percent (45%) of Total Asset Value.

6.22.Environmental Matters. The Borrower and its Subsidiaries shall:

(a)    Comply with, and use all reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect; provided that in no event shall the Borrower or its Subsidiaries be required to modify the terms of leases, or renewals thereof, with existing tenants (i) at Projects owned by the Borrower or its Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Borrower or its Subsidiaries as of the date of such acquisition, to add provisions to such effect.

(b)    Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect, or (ii) the Borrower has determined in good faith that contesting the same is not in the best interests of the Borrower and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect.

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(c)    Defend, indemnify and hold harmless Administrative Agent and each Lender, and its respective officers, directors, agents and representatives from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower, its Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefore. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

(d)    Prior to the acquisition of a new Project after the Agreement Effective Date, perform or cause to be performed a commercially reasonable environmental investigation with respect to such Project. In connection with any such investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes and to assure compliance with the specifications and procedures.

6.23.[Intentionally Omitted].

6.24.[Intentionally Omitted].

6.25.Negative Pledges. The Borrower agrees that neither the Borrower nor any other members of the Consolidated Group shall enter into or be subject to any agreement governing any Indebtedness which constitutes a Negative Pledge other than (i) restrictions on further subordinate Liens on Projects encumbered by a mortgage, deed to secure debt or deed of trust securing such Indebtedness, (ii) covenants in any Unsecured Indebtedness requiring that the Consolidated Group maintain a pool of unencumbered properties of a size determined by reference to the total amount of Unsecured Indebtedness of the Consolidated Group on substantially similar terms to those provisions contained herein regarding the Unencumbered Pool (including without limitation clauses (iii) and (iv) of Section 6.21 above), but that do not generally prohibit the encumbrance of the Borrower’s or the Consolidated Group’s assets, or the encumbrance of any specific assets or (iii) Negative Pledges with respect to any Project that is not an Unencumbered Pool Property (it being agreed that a Project that is included as an Unencumbered Pool Property that becomes subject to a Negative Pledge not otherwise permitted under clause (d) of the definition of the term “Qualifying Unencumbered Pool Property” shall be deemed removed as an Unencumbered Pool Property).

6.26.Subsidiary Guaranty.

(a)    The Borrower shall cause each Wholly-Owned Subsidiary which satisfies either of the following applicable conditions to execute and deliver to the Administrative Agent a joinder to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or

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suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty), the Borrower shall cause to be delivered to the Administrative Agent the organizational documents, certificates of good standing, resolutions and a legal opinion regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed to make to the Administrative Agent and the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary Guarantor.

(b)    From time to time, the Borrower may request, upon not less than two (2) Business Days prior written notice to the Administrative Agent, that a Subsidiary Guarantor be released from the Subsidiary Guaranty, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not, or immediately upon its release will not be, required to be a party to the Subsidiary Guaranty under the immediately preceding subsection (a), (ii) no Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the date of such release and immediately after giving effect to such release, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent shall execute such documents and instruments as the Borrower may reasonably request, and at the Borrower’s sole cost and expense, to evidence such release.

6.27.Amendments to Organizational Documents. As and to the extent the same would have a Material Adverse Effect, the Borrower shall not permit any amendment to be made to its organizational documents without the prior written consent of the Required Lenders.

ARTICLE VII.
DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

7.1.    Nonpayment of any principal payment due hereunder or under any Note when due. Nonpayment of interest hereunder or upon any Note or of any Facility Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.

7.2.    The breach of any of the terms or provisions of Article VI (other than Sections 6.1, 6.2, 6.5, 6.7, 6.8, 6.16, 6.22, 6.25 and 6.26).

7.3    Any representation or warranty made or deemed made by or on behalf of the Borrower or any other members of the Consolidated Group to the Lenders or the Administrative Agent under or in connection with the Agreement, any Loan, or any material certificate or information delivered in

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connection with the Agreement or any other Loan Document shall be materially false on the date as of which made.

7.4.    The breach by the Borrower (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of the Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender.

7.5.    Failure of the Borrower or any other member of the Consolidated Group to pay when due any Recourse Indebtedness with respect to which the aggregate recourse liability exceeds $50,000,000 (any such Recourse Indebtedness in excess of such limit being referred to herein as “Material Indebtedness”); or the default by the Borrower or any other member of the Consolidated Group in the performance of any term, provision or condition contained in any agreement, or any other event shall occur or condition exist, which causes, or permits, any such Material Indebtedness to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof.

7.6    The Borrower or any other member of the Consolidated Group (other than any such other member of the Consolidated Group that, together with all other members of the Consolidated Group (other than Borrower) then subject to any proceeding or condition described in this Section or the immediately following Section 7.7, does not account for more than 5.0% of Total Asset Value at such time) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7 or (vii) admit in writing its inability to pay its debts generally as they become due.

7.7.    A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any other member of the Consolidated Group (other than any such other member of the Consolidated Group that, together with all other members of the Consolidated Group (other than Borrower) then subject to any proceeding or condition described in this Section or the immediately preceding Section 7.6, does not account for more than 5.0% of Total Asset Value at such time) or for any Substantial Portion of the Property of the Borrower or such other member of the Consolidated Group, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any such other member of the Consolidated Group and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.

7.8.    The Borrower or any other member of the Consolidated Group shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders issued in proceedings with respect to which Borrower or such member has been properly served or has been given due and proper written notice for the payment of money in an amount which, (excluding, however, any such judgments or orders related to any then outstanding Indebtedness which is not Recourse Indebtedness and which was not paid when due or is otherwise in default as described in Section 7.5 above, not to exceed, if such Indebtedness is included in Material Indebtedness, in the aggregate the $150,000,000 limit set forth in such Section 7.5

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if such limit is then applicable), when added to all other judgments or orders outstanding against the Borrower or any other member of the Consolidated Group would exceed $50,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith.

7.9.    The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum.

7.10.    The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000.

7.11.    The occurrence of any “Default” as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.

7.12.    The attempted revocation, challenge, disavowment, or termination by the Borrower or any Subsidiary Guarantor of any of the Loan Documents.

7.13.    Any Change in Control shall occur.

ARTICLE VIII.
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1.Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable law.

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In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower.

If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

8.2.Amendments.

(a)    Subject to the provisions of this Article VIII, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder. Subject to the immediately following subsection (b), any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Lenders of a particular Class, and not Lenders of any other Class, may be amended, and the performance or observance by the Borrower or any Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Required Class Lenders for such Class of Lenders (and, in the case of an amendment to any Loan Document, the written consent of the Borrower and any Subsidiary which is a party thereto). Notwithstanding anything to the contrary contained in this Section, the Fee Letter may only be amended, and the performance or observance by the Borrower thereunder may only be waived, in a writing executed by the parties thereto.

(b)    Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall:

(i)    Extend the Facility Termination Date for a Class of Loans (except as provided in Section 2.1(c) in the case of the Revolving Facility Termination Date) without the written consent of each Lender of the applicable Class;

(ii)    Forgive all or any portion of the principal amount of any Loan or accrued interest thereon or of the Facility Letter of Credit Obligations or of the Facility Fee, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the time of payment of any such principal, interest or Facility Fees or Facility Letter of Credit Fees without the written consent of each Lender affected thereby;

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(iii)    Release any Subsidiary Guarantor, except as permitted in Section 6.26, from any liability it may undertake with respect to the Obligations without the written consent of all of the Lenders;

(iv)    Modify the definition of the term “Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, without the written consent of all of the Lenders;

(v)    Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class;

(vi)    Increase the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender;

(vii)    Amend the definitions of “Revolving Commitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders;

(viii)    Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class;

(ix)    While any Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so or (B) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders;

(x)    Permit the Borrower to assign its rights under the Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders;

(xi)    Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except for the Letter of Credit Collateral Account pursuant to Section 2A.9) without the written consent of all of the Lenders;

(xii)    Cause any Subsidiary Guarantor to guarantee the Obligations on any basis other than a pro rata basis without the written consent of all of the Lenders; or

(xiii)    Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or 11.2, without the written consent of all of the Lenders.

No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary

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herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 in accordance with the terms of Section 3.3.

8.3.Preservation of Rights. No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

8.4.Insolvency of Borrower. In the event of the insolvency of the Borrower, the Commitments shall automatically terminate, the Lenders shall have no obligation to make further disbursements of the Facility, and the outstanding principal balance of the Facility, including accrued and unpaid interest thereon, shall be immediately due and payable.

8.5.Application of Funds. If a Default exists, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

(a)    to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including attorney costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

(b)    to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause (b) payable to them;

(c)    to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Facility Letter of Credit Obligations and other Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (c) payable to them;

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(d)    to payment of that portion of the Obligations constituting unpaid principal of the Loans and Facility Letter of Credit Obligations and to deposit in the Letter of Credit Collateral Account the undrawn amounts of Letters of Credit, ratably among the Lenders, and the Issuing Bank in proportion to the respective amounts described in this clause (d) held by them; and

(e)    the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Excluded Swap Obligations with respect to a Subsidiary Guarantor shall not be paid with amounts received from the Subsidiary Guarantor or the Subsidiary Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from the Borrower and other Subsidiary Guarantors to preserve the allocations otherwise set forth above in this Section.

ARTICLE IX.
GENERAL PROVISIONS

9.1.Survival of Representations. All representations and warranties of the Borrower contained in the Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

9.2.Governmental Regulation. Anything contained in the Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3.Taxes. Any taxes (excluding taxes on the overall net income of any Lender) or other similar assessments or charges made by any governmental or revenue authority in respect of the Loan Documents shall be paid by the Borrower, together with interest and penalties, if any.

9.4.Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.5.Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior commitments, agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.

9.6.Several Obligations; Benefits of the Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. The Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to the Agreement and their respective successors and assigns.

9.7.Expenses; Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for

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the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders, if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement.

9.8.Numbers of Documents. If requested by the Administrative Agent, any statement, notice, closing document, or request hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

9.9.Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject

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to the approval of the appropriate Lenders pursuant to Section 8.2); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, (i) the calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities and (ii) all accounting terms, ratios and calculations shall be determined without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842, provided that the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents reasonably requested by the Administrative Agent and the Lenders setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP and made without giving effect to Account Standards Codification 842.

9.10.Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.11.Nonliability of Lenders. The relationship between the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other, shall be solely that of borrowers and lender. Neither the Administrative Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

9.12.CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

9.13.CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE

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RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

9.14.WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

9.15.USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any 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 “Patriot Act”), it is required to obtain, verify and record, and the Borrower shall promptly provide upon each request from the Administrative Agent or a Lender, information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

9.16.Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

    (b)    the effects of any Bail-In Action on any such liability, including, if applicable:

    (i)    a reduction in full or in part or cancellation of any such liability;

    (ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

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9.17.No Novation.

(a)    Existing Agreement. Upon satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2. of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Agreement, and the Existing Agreement shall be superseded in all respects, in each case, on a prospective basis only.

    (b)    NO NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF, AND THE OBLIGATIONS OWING UNDER, THE EXISTING AGREEMENT. THE PARTIES DO NOT INTEND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE EXISTING AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING AGREEMENT).

9.18.Benchmark Notification. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to USD LIBOR or with respect to any alternative or successor benchmark thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.3, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other benchmark or have the same volume or liquidity as did USD LIBOR or any other benchmark rate prior to its discontinuance or unavailability.

9.19.Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

ARTICLE X.
THE ADMINISTRATIVE AGENT

10.1.Appointment. KeyBank National Association, is hereby appointed Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the agent of such Lender. The Administrative Agent agrees to act as such upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of the Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in the Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) shall perform its

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duties with respect to the administration of the Facility in the same manner as it does when it is the sole lender under this type of facility but does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in the Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Administrative Agent shall, in any case, not be released from liability to the Lenders for damages or losses incurred by them as a result of the Administrative Agent’s gross negligence or willful misconduct.

10.2.Powers. The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

10.3.General Immunity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for (i) any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except for its or their own gross negligence or willful misconduct or, in the case of the Administrative Agent, its breach of an express obligation under the Agreement; or (ii) any determination by the Administrative Agent that compliance with any law or any governmental or quasi-governmental rule, regulation, order, policy, guideline or directive (whether or not having the force of law) requires the Advances and Commitments hereunder to be classified as being part of a “highly leveraged transaction”.

10.4.No Responsibility for Loans, Recitals, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (v) the value, sufficiency, creation, perfection, or priority of any interest in any collateral security; or (vi) the financial condition of the Borrower. Except as otherwise specifically provided herein, the Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity).

10.5.Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the required percentage of the Lenders needed to take such action or refrain from taking such action, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of the Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders or the Required Class Lenders, as applicable. The

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Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its reasonable satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

10.6.Employment of Agents and Counsel. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.

10.7.Reliance on Documents; Counsel. The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

10.8.Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Percentage (i) for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by Borrower and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct or a breach of the Administrative Agent’s express obligations and undertakings to the Lenders. The obligations of the Lenders and the Administrative Agent under this Section 10.8 shall survive payment of the Obligations and termination of the Agreement.

10.9.Rights as a Lender. In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers hereunder and under any other Loan Document as any Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by the Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiaries are not restricted hereby from engaging with any other Person. The Administrative Agent, in its individual capacity, is not obligated to remain a Lender.

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10.10.Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and the other Loan Documents.

10.11.Successor Administrative Agent. Except as otherwise provided below, KeyBank National Association shall at all times serve as the Administrative Agent during the term of this Agreement. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). The Administrative Agent may be removed at any time if the Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence, bad faith or willful misconduct in the course of performing its duties hereunder or (ii) has become a Defaulting Lender under clause (d) of the definition of such term by written notice received by the Administrative Agent from the Required Lenders (but excluding, for purposes of calculating the percentage needed to constitute Required Lenders in such instance, the Commitment of the Administrative Agent from the Aggregate Commitment and the Advances held by the Administrative Agent from the total outstanding Advances), such removal to be effective on the date specified by such Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, with approval of the Borrower (so long as no Default shall then be in existence), which such approval shall not be unreasonably withheld or delayed, to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and, if applicable, so approved by the Borrower, within forty-five days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of any Lender (but, so long as no Default shall then be in existence, with the consent of the Borrower), appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall in all events be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents arising from and after such date (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders and the Issuing Bank under any of the Loan Documents, the resigning or removed Administrative Agent shall

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continue to hold such Collateral Security until such time as a successor Administrative Agent is appointed). After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

10.12.Notice of Defaults. If a Lender becomes aware of a Default or Unmatured Default, such Lender shall notify the Administrative Agent of such fact provided that the failure to give such notice shall not create liability on the part of a Lender. Upon receipt of such notice that a Default or Unmatured Default has occurred or upon it otherwise having actual knowledge of any Default or Unmatured Default, the Administrative Agent shall notify each of the Lenders of such fact.

10.13.Requests for Approval. If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond, that Lender shall be deemed to have approved the request, unless the consent or approval of affected Lenders or such Lender is required for the requested action as provided under any of clauses (i) through (xiv) of Section 8.2(b), in which event failure to so respond shall not be deemed to be an approval of such request.

10.14.Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

    (a)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.2.

    (b)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility Letters of Credit issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by

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any Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2A.6 in respect of Facility Letters of Credit (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Facility Letters of Credit were issued at a time when the conditions set forth in Article IV were satisfied or waived, such payment shall be applied solely to pay, as applicable, the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Facility Letter of Credit Obligations are held by the Lenders pro rata in accordance with their respective Revolving Percentages (determined without giving effect to the immediately following subsection (d)), as applicable. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

    (c)    Certain Fees.

    (i)    No Defaulting Lender that is a Revolving Lender shall be entitled to receive any fee payable under Section 2.4 or 2.5, as applicable, for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

    (ii)    Each Defaulting Lender that is a Revolving Lender shall be entitled to receive the fee payable under Section 2A.8(a) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Percentage of the stated amount of Facility Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

    (iii)    With respect to any fee not required to be paid to any Defaulting Lender pursuant to the immediately preceding clauses (i) or (ii), the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Facility Letter of Credit Obligations that has been reallocated to such Non-Defaulting Lender pursuant to the immediately following subsection (d), (y) pay to the Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

    (d)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Facility Letter of Credit Obligations shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Revolving Percentages (determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender that is a Revolving Lender to exceed such Non-Defaulting Lender’s Revolving

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Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

    (e)    Cash Collateral.

    (i)    If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection.

    (ii)    At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one (1) Business Day following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate Fronting Exposure of the Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such time.

    (iii)    The Borrower, and to the extent provided by any Defaulting Lender that is a Revolving Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Bank, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the obligation of the Defaulting Lenders that are Revolving Lenders to fund participations in respect of Facility Letter of Credit Obligations, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the aggregate Fronting Exposure of the Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

    (iv)    Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Facility Letters of Credit shall be applied to the satisfaction of the obligation of the Defaulting Lenders that are Revolving Lenders to fund participations in respect of Facility Letter of Credit Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

    (v)    Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that

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Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and providedfurther that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

    (f)    Defaulting Lender Cure. If the Borrower and the Administrative Agent, and in the case of a Defaulting Lender that is a Revolving Lender and the Issuing Bank, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Facility Letters of Credit to be held pro rata by the Lenders in accordance with their respective Revolving Percentages (determined without giving effect to the immediately preceding subsection (d)), as applicable, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

    (g)    New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any new Facility Letter of Credit or, extend, renew or increase any outstanding Facility Letter of Credit unless the Defaulting Lender’s participation in such new Facility Letter of Credit and all outstanding Facility Letters of Credit, as applicable, has been (i) reallocated in accordance with Section 10.14(d) or (ii) Cash Collateralized in accordance with Section 10.14(e).

10.15.Additional Agents. None of the Documentation Agents or the Syndication Agent as designated on the cover of the Agreement have any rights or obligations under the Loan Documents as a result of such designation or of any actions undertaken in such capacity, such parties having only those rights or obligations arising hereunder in their capacities as a Lender.

10.16.Erroneous Payments.

(a)Each Lender, each Issuing Bank and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Bank or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or Issuing Bank (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in

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clauses (i) or (ii) of this Section 10.16(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b)Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c)In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon such revocation all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.1. and (3)

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the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e)Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 10.16 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f)Each party’s obligations under this Section 10.16 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g)Nothing in this Section 10.16 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

ARTICLE XI.
SETOFF; RATABLE PAYMENTS

11.1.Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default occurs and is continuing, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any of its Affiliates to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that such Default has been fully cured, whether or not the Obligations, or any part hereof, shall then be due. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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11.2.Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans and such payment should be distributed to the Lenders in accordance with Section 2.23 or 8.5, as applicable, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans in accordance with Section 2.23 or 8.5, as applicable. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII.
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1.Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3. The parties to the Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under the Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under the Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

12.2.Participations.

(i)    Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks, financial institutions, pension funds, or any other funds or entities (other than the Borrower or any of the Borrower’s Affiliates, a Defaulting Lender, or a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain

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the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrower under the Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2 and 3.5 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.1; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.1, 3.2 and 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change that occurs after the Participant acquired the applicable participation.

(ii)    Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which would require consent of affected Lenders or such Lender pursuant to the terms of any of clauses (i) through (xiv) of Section 8.2(b).

(iii)    Benefit of Setoff. The Borrower agrees that each Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents. Each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

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12.3.Assignments.

(i)    Permitted Assignments. Any Lender may, in accordance with applicable law, at any time assign to any Eligible Assignee, without any approval from the Borrower except as provided in the definition thereof and set forth in this Section 12.3 (any such assignees being referred to herein as “Purchasers”), all or any portion (greater than or equal to $5,000,000 for each assignee, so long as the hold position of the assigning Lender is not less than $5,000,000) of its rights and obligations under the Loan Documents. Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be substantially in the form of Exhibit G hereto or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”). The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (x) in the case of an assignment by a Revolving Lender, which is not a Revolving Lender or an Affiliate thereof or a fund related thereto and (y) in the case of an assignment by a Term Lender, which is not a Lender or an Affiliate thereof or fund related thereto. Such consent shall not be unreasonably withheld or delayed.

(ii)    Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit G hereto (a “Notice of Assignment”), together with any consents required by Section 12.3(i), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(ii), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Commitment, as adjusted pursuant to such assignment.

(iii)    In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative

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Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all applicable Loans and, in the case of a Defaulting Lender that is a Revolving Lender, participations in Facility Letters of Credit, in accordance with its Revolving Percentage and Term Percentage, as applicable. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(iv)    Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (such agency being solely for tax purposes), shall maintain at the Administrative Agent’s office a copy of each Notice of Assignment (and attached Assignment Agreement) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

12.4.Dissemination of Information. The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law and any actual party 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 (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Borrower and its Subsidiaries.

12.5.Tax Treatment. If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5.

ARTICLE XIII.
NOTICES

13.1.Giving Notice. Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices and other communications provided to any party hereto under the Agreement or any other Loan Document shall be in writing and addressed or delivered to such party at its address set forth below its signature hereto or at such other address (or to counsel for such party) as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted.

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13.2.Change of Address. The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

13.3.Electronic Delivery of Information.

    (a)    Documents required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender (or the Issuing Bank) pursuant to Article II. and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent and the Borrower hereby agree to accept notices and other communications to the other party hereunder by electronic delivery pursuant to procedures approved by both the Administrative Agent and the Borrower for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered on the date and at the time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. local time on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, the Borrower shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

    (b)    Documents required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such purpose by the Administrative Agent pursuant to the procedures provided to the Borrower and the Lenders by the Administrative Agent.

ARTICLE XIV.
COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent, either by electronic transmission by email with a pdf copy or other electronic reproduction of an executed page attached or by telephone, that it has taken such action.

ARTICLE XV. ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS

15.1.Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Related Swap Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of

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the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Section 15.1, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

(Remainder of page intentionally left blank.)

-91-

IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Sixth Amended and Restated Credit Agreement as of the date first above written.

RETAIL PROPERTIES OF AMERICA, INC.
By:	/s/ JULIE M. SWINEHART
	Print Name: Julie M. Swinehart
	Title: Executive Vice President, Chief
	Financial Officer and Treasurer
2021 Spring Road, Suite 200
Oak Brook, IL 60523
Phone: 630-634-4225
Attention: Julie Swinehart
with a copy to:
2021 Spring Road, Suite 200
Oak Brook, IL 60523
Phone: 630-634-4233
Attention: Michael Gaiden

KEYBANK NATIONAL ASSOCIATION, individually
and as Administrative Agent
By:	/s/ NATHAN WEYER
	Print Name: Nathan Weyer
	Title: Senior Vice President
KeyBank Real Estate Capital
1200 Abernathy Road NE, Suite 1550
Atlanta, GA 30328
Phone:
Facsimile:
Attention:

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ MATTHEW KUHN
	Print Name: Matthew Kuhn
	Title: Director
550 South Tyson Street, 6th Floor
Charlotte, NC 28202
Phone: 704-410-2459
Attention: Matthew Kuhn

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ JESSICA W. PHILLIPS
	Print Name: Jessica W. Phillips
	Title: Authorized Signatory

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ MARGARET K. GRADY
	Print Name: Margaret K. Grady
	Title: Vice President

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

REGIONS BANK
By:	/s/ WILLIAM CHALMERS
	Print Name: William Chalmers
	Title: Vice President

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

TD BANK, N.A.
By:	/s/ JESSICA TROMBLY
	Print Name: Jessica Trombly
	Title: Vice President

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ DONALD J. PAFFORD
	Name: Donald J. Pafford
	Title: Senior Vice President

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

BANK OF AMERICA, N.A.
By:	/s/ HELEN CHAN
	Print Name: Helen Chan
	Title: Vice President

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

CITIBANK, N.A.
By:	/s/ DAVID BOUTON
	Print Name: David Bouton
	Title: Authorized Signatory

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

THE BANK OF NOVA SCOTIA
By:	/s/ AJIT GOSWAMI
	Print Name: Ajit Goswami
	Title: Managing Director & Industry Head
	U.S. Real Estate, Gaming & Leisure

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

TRUIST BANK
By:	/s/ RYAN ALMOND
	Print Name: Ryan Almond
	Title: Director

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

ASSOCIATED BANK, NATIONAL ASSOCIATION
By:	/s/ MITCHELL VEGA
	Print Name: Mitchell Vega
	Title: Senior Vice President

[Signature Page to Sixth Amended and Restated Credit Agreement (RPAI)]

SCHEDULE I

COMMITMENTS

Lender	Revolving Commitment Amount
KeyBank National Association	$90,000,000
Wells Fargo Bank, National Association	$90,000,000
Capital One, National Association	$80,000,000
PNC Bank, National Association	$80,000,000
Regions Bank	$80,000,000
TD Bank, N.A.	$80,000,000
U.S. Bank National Association	$67,500,000
Bank of America, N.A.	$67,500,000
Citibank, N.A.	$67,500,000
The Bank of Nova Scotia	$67,500,000
Truist Bank	$50,000,000
Associated Bank, N.A.	$30,000,000
Totals	$850,000,000

SCHEDULE 1

Unencumbered Pool Properties

	Property Name	Entity
1.	Ashland and Roosevelt, Chicago, Illinois	3503 RP Chicago Ashland, L.L.C. 3503 RP Chicago Ashland I, L.L.C.
2.	Avondale Plaza, Redmond, Seattle Washington	RPAI Redmond Avondale, L.L.C.
3.	Bed Bath & Beyond Plaza (Merchant), Westbury, New York	RPAI Westbury Merchants Plaza, L.L.C.
4.	Blvd. at the Capital Centre, Landover, Maryland	Capital Centre LLC
5.	Cedar Park Town Center, Cedar Park, Texas	RPAI Cedar Park Town Center, L.L.C.
6.	Central Texas Marketplace, Waco, Texas	3503 RP Waco Central Limited Partnership
7.	Centre at Laurel, Laurel, Maryland	Centre at Laurel, LLC
8.	Chantilly Crossing, Chantilly, Virginia	RPAI Chantilly Crossing, L.L.C.
9.	Clear Shores, Clear Lake, Texas	RPAI Clear Lake Clear Shores Limited Partnership
10.	Coal Creek Marketplace, Newcastle, Washington	RPAI Newcastle Coal Creek, L.L.C.
11.	Colony Square, Sugar Land, Texas	RPAI Sugar Land Colony Limited Partnership
12.	Commons at Temecula, Temecula, California	3503 RP Temecula Commons, L.L.C.
13.	Coppell Town Center, Coppell, Texas	3503 RP Coppell Town Limited Partnership
14.	Coram Plaza, Coram, New York	3503 RP Coram Plaza, L.
15.	Cypress Mill Plaza West, Houston, Texas	RPAI Cypress Mill Limited Partner
16.	Davis Towne Crossing, North Richland Hills, Texas	RPAI North Richland Hills Davis Limited Partnership
17.	Denton Crossing, Denton, Texas	3503 RP Denton Crossing Limited Partnership
18.	Downtown Crown, Gaithersburg, Maryland	RPAI Gaithersburg Downtown Crown, L.L.C.
19.	East Stone Commons, Kingsport, Tennessee	RPAI Kingsport East Stone, L.L.C.
20.	Eastside, Richardson, Texas	RPAI Richardson Eastside, L.L.C.
21.	Eastwood Towne Center, Lansing, Michigan	RPAI Lansing Eastwood, L.L.C.
22.	Edwards Multiplex, Ontario, California	3503 RP Ontario 4th Street, L.L.C.
23.	Fairgrounds Plaza, Middletown, New York	RPAI Middletown Fairgrounds Plaza, L.L.C.

SCHEDULE 1

Unencumbered Pool Properties

	Property Name	Entity
24.	Fordham Place, Bronx, New York	RPAI Fordham Place Office, L.L.C. RPAI Fordham Place Retail, L.L.C.
25.	Fort Evans Plaza, Leesburg, Virginia	RPAI Leesburg Fort Evans, L.L.C.
26.	Fullerton Metrocenter, Fullerton, California	3503 RP Fullerton Metrocenter, L.L.C.
27.	Galvez, Galveston, Texas	RPAI Galveston Galvez Limited Partnership
28.	Gardiner Manor Mall, Bay Shore, New York	3503 RP Bay Shore Gardiner, L.L.C.
29.	Gateway Pavilions, Avondale, Arizona	3503 RP Avondale McDowell, L.L.C.
30.	Gateway Plaza II, College Station, Texas	RPAI College Station Gateway II Limited Partnership RPAI College Station Gateway III, L.L.C.
31.	Gateway Plaza, Southlake, Texas	RPAI Southlake Limited Partnership
32.	Gateway Station, College Station, Texas	RPAI College Station Gateway Limited Partnership
33.	Gerry Centennial Plaza, Oswego, Illinois	RPAI Oswego Gerry Centennial, L.L.C.
34.	Grapevine Crossing, Grapevine, Texas	RPAI Grapevine Limited Partnership
35.	Green’s Corner (Kroger), Cumming, Georgia	3503 RP Cumming Green's Corner, L.L.C.
36.	Gurnee Town Center, Gurnee, Illinois	3503 RP Gurnee, L.L.C.
37.	Henry Town Center, McDonough, Georgia	RPAI McDonough Henry Town, L.L.C.
38.	Heritage Square, Issaquah, Washington	RPAI Issaquah Heritage, L.L.C.
39.	Heritage Towne Crossing, Euless, Texas	RPAI Euless Limited Partnership
40.	Home Depot Center, Wilkins, Pennsylvania	RPAI Pittsburgh William Penn, L.P.
41.	Huebner Oaks Shopping Center, San Antonio, Texas	RPAI San Antonio Huebner Oaks Limited Partnership
42.	Humblewood Shopping Center, Humble, Texas	RPAI Humble Humblewood Limited Partnership
43.	Ingram Festival: HQ Building, San Antonio, Texas	RPAI San Antonio HQ Limited Partnership
44.	Jefferson Commons, Newport News, Virginia	RPAI Newport News Jefferson, L.L.C.
45.	John’s Creek Village, Duluth, Georgia	RPAI Duluth John's Creek SPE, L.L.C.
46.	La Plaza del Norte, San Antonio, Texas	RPAI San Antonio Limited Partnership
47.	Lake Worth Towne Crossing, Lake Worth, Texas	RPAI Lake Worth Towne Crossing Limited Partnership

SCHEDULE 1

Unencumbered Pool Properties

	Property Name	Entity
48.	Lakewood Towne Center, Lakewood, Washington	RPAI Lakewood, L.L.C. RPAI Lakewood II, L.L.C.
49.	Lincoln Park, Dallas, Texas	3503 RP Dallas Lincoln Park Limited Partnership
50.	Lincoln Plaza, Worcester, Massachusetts	RPAI Worcester Lincoln Plaza, L.L.C.
51.	Lowe's Plaza, Butler, New Jersey	RPAI Butler Kinnelon, L.L.C.
52.	MacArthur Crossing, Irving, Texas	RPAI Irving Limited Partnership
53.	Main Street Promenade, Naperville, Illinois	RPAI Naperville Main, L.L.C. RPAI Naperville Main North, L.L.C.
54.	Manchester Meadows, Town and Country, Missouri	RPAI Town and Country Manchester, L.L.C.
55.	Mansfield Towne Centre, Mansfield, Texas	RPAI Mansfield Limited Partnership
56.	Merrifield Town Center, Merrifield, Virginia	RPAI Falls Church Merrifield, L.L.C.
57.	Merrifield Town Center, Phase II, Merrifield, Virginia	RPAI Falls Church Merrifield II, L.L.C.
58.	New Forest Crossing, Houston, Texas	RPAI Houston New Forest Limited Partnership
59.	New Hyde Park Shopping Center, New Hyde Park, New York	3503 RP New Hyde Park Marcus, L.L.C.
60.	Newnan Crossing, Newnan, Georgia	RPAI Newnan Crossing, L.L.C. RPAI Newnan Crossing II, L.L.C.
61.	Newton Crossroads (Kroger), Covington, Georgia	3503 RP Covington Newton Crossroads, L.L.C.
62.	North Benson Center, Renton, Washington	3503 RP Renton North Benson, L.L.C.
63.	Northpointe Plaza, Spokane, Washington	3503 RP Spokane Northpointe, L.L.C.
64.	Oak Brook Promenade, Oak Brook, Illinois	RPAI Oak Brook Promenade I, L.L.C.
65.	One Loudoun Downtown, Ashburn, Virginia	RPAI Ashburn Loudoun, L.L.C.
66.	One Loudoun Uptown, Ashburn, Virginia	3503 RP Ashburn Loudoun Uptown, L.L.C.
67.	Oswego Commons, Oswego, Illinois	RPAI Oswego Douglass, L.L.C.
68.	Par. Shoppes of New Hope (Dallas), Dallas, Georgia	3503 RP Dallas Paradise, L.L.C.
69.	Paradise Shoppes of Prominence Point, Canton, Georgia	RPAI Canton Paradise, L.L.C. RPAI Canton Paradise Outlot, L.L.C.

SCHEDULE 1

Unencumbered Pool Properties

	Property Name	Entity
70.	Paradise Valley Marketplace, Phoenix, Arizona	3503 RP Phoenix, L.L.C.
71.	Parkway Towne Crossing, Frisco, Texas	RPAI Frisco Parkway Limited Partnership
72.	Pavilion at King’s Grant I, Concord, North Carolina	RPAI King's Grant Limited Partnership RPAI King’s Grant II Limited Partnership
73.	Pelham Manor, Pelham, New York	RPAI Pelham Manor, L.L.C.
74.	Plaza at Marysville, Marysville, Washington	3503 RP Marysville, L.L.C
75.	Plaza at Stonebridge, McKinney, Texas	RPAI McKinney Stonebridge Limited Partnership
76.	Plaza Del Lago, Wilmette, Illinois	3503 RP Wilmette Plaza Del Lago, L.L.C.
77.	Pleasant Run Towne Crossing, Cedar Hill, Texas	3503 RP Cedar Hill Pleasant Run Limited Partnership
78.	Reisterstown Road Plaza, Baltimore, Maryland	Reisterstown Plaza Associates, LLC
79.	Rivery Town Crossing, Georgetown, Texas	RPAI Georgetown Rivery Limited Partnership
80.	Royal Oaks Village II, Houston, Texas	RPAI Houston Royal Oaks Village II Limited Partnership RPAI Houston Royal Oaks Village III, L.L.C.
81.	Sawyer Heights Village, Houston, Texas	3503 RP Houston Sawyer Heights Limited Partnership
82.	Shoppes at Hagerstown, Hagerstown, Maryland	RPAI Hagerstown, L.L.C.
83.	Shoppes at Quarterfield (Metro Sq.), Severn, Maryland	RPAI Severn, L.L.C.
84.	Shops at Forest Commons, Round Rock, Texas	RPAI Round Rock Forest Commons Limited Partnership
85.	Shops at Legacy, Plano, Texas	The Shops at Legacy (RPAI) L.P.
86.	Southlake Corners, Southlake, Texas	3503 RP Southlake Corners Kimball Limited Partnership
87.	Southlake Town Square, Southlake, Texas	Town Square Ventures, L.P. Town Square Ventures II, L.P. Town Square Ventures IV, L.P. SLTS Grand Avenue II, L.P. Town Square Ventures V, L.P.
88.	Stilesboro Oaks (Kroger), Acworth, Georgia	3503 RP Acworth Stilesboro, L.L.C.

SCHEDULE 1

Unencumbered Pool Properties

	Property Name	Entity
89.	Streets of Yorktown (Rave Theater), Houston, Texas	RPAI Houston Little York Limited Partnership
90.	Tacoma South, Tacoma, Washington	RPAI Tacoma South I, L.L.C.
91.	Target South Center, Austin, Texas	RPAI Austin Mopac Limited Partnership
92.	The Brickyard, Chicago, Illinois	RPAI Chicago Brickyard, L.L.C.
93.	The Shops at Park Place, Plano, Texas	3503 RP Park Place Limited Partnership
94.	Tollgate Marketplace, Bel Air, Maryland	Bel Air Square LLC
95.	Towson Circle, Towson, Maryland	Towson Circle LLC
96.	Towson Square, Towson, Maryland	RPAI Towson Square, L.LC.
97.	Tysons Corner, Vienna, Virginia	RPAI Vienna Tysons, L.L.C
98.	Village Shoppes at Simonton, Lawrenceville, Georgia	3503 RP Lawrenceville Simonton, L.L.C.
99.	Walters Crossing, Tampa, Florida	RPAI Tampa Walters, L.L.C.
100.	Watauga Pavilion, Watauga, Texas	RPAI Watauga Limited Partnership
101.	Winchester Commons, Memphis, Tennessee	3503 RP Memphis Winchester, L.L.C.
102.	Woodinville Plaza, Woodinville, Washington	RPAI Woodinville Plaza, L.L.C.

SCHEDULE 2

SUBSIDIARY GUARANTORS AS OF AGREEMENT EFFECTIVE DATE

None.

SCHEDULE 6.28

Post Closing Deliveries

None.

EXHIBIT A

APPLICABLE MARGINS AND FACILITY FEE PERCENTAGES

Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Class of Advance and the then-current Leverage Ratio and the Facility Fee Percentage shall be similarly determined. Any such change in the Applicable Margins and Facility Fee Percentage shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not in good faith object to the information provided in such certificate. In the event any such Compliance Certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Required Class Lenders for such Class of Advance, to increase the Applicable Margins and Facility Fee Percentage to the next higher level until such Compliance Certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margins. If any such Compliance Certificate shall later be determined to be incorrect and as a result higher Applicable Margins should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original Compliance Certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice or on demand of the Administrative Agent if the Aggregate Commitments have terminated. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage shall be determined as follows:

Leverage Ratio	Applicable Margin for Revolving Advances	Facility Fee Percentage
<35%	1.05%	0.15%
>35%, <40%	1.10%	0.15%
>40%, <45%	1.15%	0.20%
>45%, <50%	1.25%	0.20%
>50%, <55%	1.30%	0.30%
>55%, <60%	1.50%	0.30%
>60%	1.50%	0.30%

On, and at all times after, the Investment Grade Rating Date, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Class of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have

A-1

changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage shall be determined as follows:

Credit Rating (S&P and Moody’s)	Applicable Margin for Revolving Advances	Facility Fee Percentage
At least A- or A3	0.725%	0.125%
At least BBB+ or Baa1	0.775%	0.15%
At least BBB or Baa2	0.850%	0.20%
At least BBB- or Baa3	1.05%	0.25%
Below BBB- and Baa3	1.40%	0.30%

If each of the rating agencies assigns a Credit Rating which corresponds to different levels in the above table, the Applicable Margins and Facility Fee Percentage will be determined based on the level corresponding to the higher Credit Rating of the assigned Credit Ratings. If either of the rating agencies ceases to assign a Credit Rating to the Borrower, the Applicable Margins and Facility Fee Percentage will be determined based on the level corresponding to the Credit Rating assigned by the other rating agency. During any period after the Investment Grade Rating Date in which the Borrower ceases to be rated by both rating agencies, the Applicable Margins and Facility Fee Percentage shall be determined based on a Credit Rating of “Below BBB- and Baa3”, effective in each case as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such cessation has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware of such cessation, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such cessation.

Notwithstanding the foregoing, if at the end of any fiscal year the Borrower meets the Sustainability Metric Target (as defined below) for such fiscal year, then from and after the fifth (5th) Business Day following the date the Borrower provides to the Administrative Agent a notice substantially in the form of Exhibit H (the “Sustainability Grid Notice”) demonstrating that the Sustainability Metric Target for such fiscal year was satisfied, the Applicable Margins shall decrease by 0.01% (but not to below zero percent per annum) from the Applicable Margins that would otherwise be applicable; provided that (x) at no time shall the reduction in the Applicable Margins resulting from the delivery of the Sustainability Grid Notice exceed 0.01% and (y) on each anniversary of such change to the Applicable Margins, the Applicable Margins shall automatically revert to the original grid set forth above unless and until the Borrower delivers a Sustainability Grid Notice to the Administrative Agent indicating that the Sustainability Metric Percentage for the preceding fiscal year has been satisfied. Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Target or any Sustainability Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy thereof.

A-2

“Sustainability Baseline” as of any determination date shall mean the Sustainability Metric for the Sustainability Metric Base Year, as such amount shall be adjusted to reflect dispositions or acquisitions of Properties or assets by the Borrower or any of its Subsidiaries, since the Sustainability Metric Base Year, in accordance with GHG Protocol Corporate Reporting and Accounting Standard. As of the Agreement Effective Date, the Sustainability Baseline is 8,422.97 tonnes CO2e.

“Sustainability Metric” means for any fiscal year of the Borrower, (a) the total Direct (Scope 1) & Energy Direct (Scope 2) Greenhouse Gas Emissions (“GHG Emissions”), measured in metric tons CO2 (carbon dioxide) equivalent (“CO2e”), of the Borrower and its Subsidiaries during such fiscal year (determined and calculated according to the GHG Protocol Corporate Reporting and Accounting Standard using the Control Approach for defining relevant emissions sources) minus (b) qualified emissions offsets (such as renewable energy certificates (RECs)) of the Borrower and its Subsidiaries during such fiscal year (including any such offsets in which the Borrower or any of its Subsidiaries has an interest including as a result of purchasing environmental attributes of projects other than those owned directly by the Borrower or any of its Subsidiaries), GHG Emissions will be quantified after the end of each fiscal year based on invoice data..

“Sustainability Metric Base Year” means the calendar year ended on December 31, 2019.

“Sustainability Metric Target” means, with respect to any fiscal year of the Borrower, the Sustainability Metric, specified in the table below for the corresponding fiscal year specified below:

Reporting Year	Sustainability Metric Target
2021	99% of the Sustainability Baseline
2022	98% of the Sustainability Baseline
2023	97% of the Sustainability Baseline
2024	96% of the Sustainability Baseline
2025 and thereafter	95% of the Sustainability Baseline

A-3

EXHIBIT B

FORM OF NOTE

[AMENDED AND RESTATED]1 NOTE

[DATE]

Retail Properties of America, Inc., a corporation organized under the laws of the State of Maryland (the “Borrower”), promises to pay to the order of _____________ (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021, among the Borrower, KeyBank National Association, individually and as Administrative Agent (the “Administrative Agent”), and the other Lenders named therein (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”), in immediately available funds at the Administrative Agent’s address specified pursuant to Article XIII of the Agreement, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay remaining unpaid principal of and accrued and unpaid interest on the Revolving Loans and the Term Loans in full on the respective Facility Termination Date or such earlier date as may be required under the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder, provided, that the failure of the Lender to make such a recordation or any error in such recordation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this [Amended and Restated] Note (this “Note”) and the Agreement.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Agreement and reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

If there is a Default under the Agreement or any other Loan Document and Administrative Agent exercises the remedies provided under the Agreement and any other Loan Document for the Lenders, then in addition to all amounts recoverable by the Administrative Agent and the Lenders under such documents, the Administrative Agent and the Lenders shall be entitled to receive reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies.

Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the release of any party liable for the obligation secured by this Note, the release of any of the security for this Note, the acceptance of any other security

1 Bracketed language throughout to be used if Lender has previously received a Note.

therefore, or any other indulgence or forbearance whatsoever, all without notice to any party and without affecting the liability of the Borrower and any endorsers hereof.

This Note shall be governed and construed under the internal laws of the State of Illinois.

    [This Note is given in replacement of the Note previously delivered to the Lender under the Existing Agreement. THIS NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER NOTE.]

(Remainder of page intentionally left blank.)

B-2

IN WITNESS WHEREOF, the undersigned has executed and delivered this [Amended and Restated] Note under seal as of the date written above.

RETAIL PROPERTIES OF AMERICA, INC.

By:

Print Name:

Title:

B-3

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
[AMENDED AND RESTATED] NOTE OF RETAIL PROPERTIES OF AMERICA, INC.,

DATED JULY 8, 2021

Date Principal Amount of Loan Maturity of Interest Period Maturity Principal Amount Paid Unpaid
Balance

B-4

EXHIBIT C

FORM OF AMENDMENT REGARDING INCREASE

This Amendment Regarding Increase (this “Amendment”) is made as of __________, 20__ (the “Effective Date”), by and among Retail Properties of America, Inc. (the “Borrower”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and one or more existing or new “Lenders” shown on the signature pages hereof.

RECITALS

A.    Borrower, Administrative Agent and certain other Lenders have entered into a Sixth Amended and Restated Credit Agreement dated as of July 8, 2021 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

B.    Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide Borrower with a revolving credit facility in an aggregate principal amount of up to $850,000,000. Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit Agreement in order to, among other things, [(i)] [increase the aggregate Revolving Commitments to][make [additional] Term Loans in the amount of] $__________[; and (ii) admit [name of new banks] as “Lenders” under the Credit Agreement]2.

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

AGREEMENTS

1.    The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

2.    From and after __________, _____ (the “Effective Date”), [(i) [name of new banks] shall be considered as “Lenders” under the Credit Agreement and the Loan Documents,]3 and [(ii) [name of existing Lenders] shall each be deemed to have [increased its Commitment]4[make additional Term Loans], each [having a Revolving Commitment] [making additional Term Loans]5 as of the Effective Date in the amount set forth for such Lender on Schedule I of this Amendment. Borrower shall, on or before the Effective Date, execute and deliver to each new Lender a Note to evidence the Loans to be made by such Lender.

3.    From and after the Effective Date, the aggregate [Revolving Commitments/Term Loans] shall equal __________ Dollars ($___,000,000) and the Aggregate Commitments shall equal __________ Dollars ($___,000,000).

2 To be used if any new Lenders are joining the Credit Agreement.

3 To be used if any new Lenders are joining the Credit Agreement.

4 To be used if any existing Lenders are increasing their respective Commitments.

5 To be used if any existing Lenders are making Term Loans.

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4.    For purposes of Section 13.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for [name of new banks] shall be as specified below their respective signature(s) on the signature pages of this Amendment.

5.    Borrower hereby represents and warrants that, as of the Effective Date, no Default or Unmatured Default has occurred, is continuing or is in existence, the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V of the Credit Agreement are true and correct as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty was true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and Borrower has no offsets or claims against any of the Lenders.

6.    As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.

7.    This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

(Remainder of page intentionally left blank.)

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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

RETAIL PROPERTIES OF AMERICA, INC., a

Maryland corporation

By:

Print Name:

Title:

KEYBANK NATIONAL ASSOCIATION, as

Administrative Agent

By:

Print Name:

Title:

[NAME OF EXISTING LENDER]

By:

Print Name:

Title:

[NAME OF NEW LENDER]

By:

Print Name:

Title:

Phone:

Facsimile:

Attention:

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Schedule I

[Commitments][Term Loans]

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EXHIBIT D

COMPLIANCE CERTIFICATE

KeyBank National Association, as Administrative Agent
1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Re:    Sixth Amended and Restated Credit Agreement dated as of July 8, 2021 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) between RETAIL PROPERTIES OF AMERICA, INC. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and the other lenders parties thereto from time to time (“Lenders”), and the Lenders.

Reference is made to the Agreement. Capitalized terms used in this Compliance Certificate (including schedules and other attachments hereto, this “Certificate”) without definition have the meanings specified in the Agreement.

Pursuant to applicable provisions of the Agreement, Borrower hereby certifies to the Lenders that the information furnished in the attached schedules, including, without limitation, each of the calculations listed below are true, correct and complete in all material respects as of the last day of the fiscal periods subject to the financial statements and associated covenants being delivered to the Lenders pursuant to the Agreement together with this Certificate (such statements the “Financial Statements” and the periods covered thereby the “reporting period”) and for such reporting period.

The undersigned hereby further certifies to the Lenders that:

1.    Compliance with Financial Covenants. Schedule A attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

2.    Review of Condition. The undersigned has reviewed the terms of the Agreement, including, but not limited to, the representations and warranties of the Borrower set forth in the Agreement and the covenants of the Borrower set forth in the Agreement, and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of the Borrower through the reporting periods.

3.    Representations and Warranties. To the undersigned’s actual knowledge, the representations and warranties of the Borrower contained in the Loan Documents, including those contained in the Agreement, are true and accurate in all material respects as of the date hereof and were true and accurate in all material respects at all times during the reporting period (except, in each case, to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents as expressly noted on Schedule B hereto.

4.    Covenants. To the undersigned’s actual knowledge, during the reporting period, the Borrower observed and performed all of the respective covenants and other agreements under the Agreement and the Loan Documents, and satisfied each of the conditions contained therein to be observed, performed or satisfied by the Borrower, except as expressly noted on Schedule B hereto.

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5.    No Unmatured Default. To the undersigned’s actual knowledge, no Default or Unmatured Default exists as of the date hereof or existed at any time during the reporting period, except as expressly noted on Schedule B hereto.

IN WITNESS WHEREOF, this Certificate is executed by the undersigned this ___ day of __________, 20__.

RETAIL PROPERTIES OF AMERICA, INC.

By:

Print Name:

Title:

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SCHEDULE A TO COMPLIANCE CERTIFICATE

COMPLIANCE CALCULATIONS

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SCHEDULE B TO COMPLIANCE CERTIFICATE

EXCEPTIONS, IF ANY

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EXHIBIT E

FORM OF SUBSIDIARY GUARANTY

SUBSIDIARY GUARANTY

This Subsidiary Guaranty (this “Guaranty”) is made as of ________________, by the parties identified in the signature pages thereto, and any Joinder to Guaranty hereafter delivered (collectively, the “Subsidiary Guarantors”), to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).

RECITALS

A.     Retail Properties of America, Inc., a corporation organized under the laws of the State of Maryland (“Borrower”), and Subsidiary Guarantors have requested that the Lenders make a combined revolving credit facility available to Borrower in an aggregate principal amount of $850,000,000, subject to possible future increase to an aggregate of $1,600,000,000 (the “Facility”).

B.     The Lenders have agreed to make available the Facility to Borrower pursuant to the terms and conditions set forth in a Sixth Amended and Restated Credit Agreement dated as of July 8, 2021 among Borrower, KeyBank, individually, and as Administrative Agent, and the Lenders named therein (as amended, modified, supplemented, restated, or renewed, from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

C.     Borrower has executed and delivered or will execute and deliver to the Lenders promissory notes in the principal amount of each Lender’s Revolving Commitment as evidence, in addition to the Credit Agreement, of Borrower’s indebtedness to each such Lender with respect to the Facility (the promissory notes described above, together with any amendments or allonges thereto, or restatements, replacements or renewals thereof, and/or new promissory notes to new Lenders under the Credit Agreement, are collectively referred to herein as the “Notes”).

D.     Subsidiary Guarantors are Wholly-Owned Subsidiaries of Borrower. Subsidiary Guarantors acknowledge that the extension of credit by the Administrative Agent and the Lenders to Borrower pursuant to the Credit Agreement will benefit Subsidiary Guarantors by making funds available to Subsidiary Guarantors through Borrower and by enhancing the financial strength of the consolidated group of which Subsidiary Guarantors and Borrower are members. The execution and delivery of this Guaranty by Subsidiary Guarantors are conditions precedent to the performance by the Lenders of their obligations under the Credit Agreement.

AGREEMENTS

NOW, THEREFORE, Subsidiary Guarantors, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and valuable consideration, hereby agree as follows:

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1.     Subsidiary Guarantors absolutely, unconditionally, and irrevocably guaranty to each of the Lenders:

(a)     the full and prompt payment of the principal of and interest on the Obligations (as defined in the Credit Agreement) when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, and the prompt payment of all sums which may now be or may hereafter become due and owing under the Notes, the Credit Agreement, and the other Loan Documents;

(b)     the payment of all Enforcement Costs (as hereinafter defined in Paragraph 7 hereof); and

(c)     the full, complete, and punctual observance, performance, and satisfaction of all of the obligations, duties, covenants, and agreements of Borrower under the Credit Agreement and the Loan Documents.

All amounts due, debts, liabilities, and payment obligations described in subparagraphs (a) and (b) of this Paragraph 1 are referred to herein as the “Facility Indebtedness.” All obligations described in subparagraph (c) of this Paragraph 1 are referred to herein as the “Obligations.” Subsidiary Guarantors and Lenders agree that Subsidiary Guarantors’ obligations hereunder shall not exceed the greater of: (i) the aggregate amount of all monies received, directly or indirectly, by Subsidiary Guarantors from Borrower after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount of the Facility Indebtedness not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (the “Bankruptcy Code”). To that end, to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if Subsidiary Guarantors are not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, each Subsidiary Guarantor’s obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, as such terms are determined, and at the time such obligations are deemed to have been incurred, under the Bankruptcy Code. In the event a Subsidiary Guarantor shall make any payment or payments under this Guaranty, each other Subsidiary Guarantor of the Facility Indebtedness shall contribute to such Subsidiary Guarantor an amount equal to such nonpaying Subsidiary Guarantor’s pro rata share (based on their respective maximum liabilities hereunder) of such payment or payments made by such Subsidiary Guarantor, provided that such contribution right shall be subordinate and junior in right of payment in full of all the Facility Indebtedness to Lenders. Subsidiary Guarantors and Lenders further agree that Subsidiary Guarantors’ obligations hereunder with regard to the Facility Obligations shall be determined in accordance with the terms hereof and Subsidiary Guarantors’ obligations hereunder are not intended to be determined by or subject to the definition of “Guarantee Obligations” in the Credit Agreement.

2.     In the event of any default by Borrower in making payment of the Facility Indebtedness, or in performance of the Obligations, as aforesaid, in each case beyond the expiration of any applicable grace period, Subsidiary Guarantors agree, on demand by the Administrative Agent or the holder of a Note, to pay all the Facility Indebtedness and to perform all the Obligations as are then or thereafter become due and owing or are to be performed under the terms of the Notes, the Credit Agreement, and the other Loan Documents.

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3.     Subsidiary Guarantors do hereby waive (i) notice of acceptance of this Guaranty by the Administrative Agent and the Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (ii) any defense, right of set-off or other claim which Subsidiary Guarantors may have against Borrower or which Subsidiary Guarantors or Borrower may have against the Administrative Agent or the Lenders or the holder of a Note, (iii) presentment for payment, demand for payment (other than as provided for in Paragraph 2 above), notice of nonpayment (other than as provided for in Paragraph 2 above) or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Subsidiary Guarantors with liability, (iv) any failure by the Administrative Agent and the Lenders to inform Subsidiary Guarantors of any facts the Administrative Agent and the Lenders may now or hereafter know about Borrower, the Facility, or the transactions contemplated by the Credit Agreement, it being understood and agreed that the Administrative Agent and the Lenders have no duty so to inform and that Subsidiary Guarantors are fully responsible for being and remaining informed by Borrower of all circumstances bearing on the existence or creation, or the risk of nonpayment of the Facility Indebtedness or the risk of nonperformance of the Obligations, (v) any and all right to cause a marshalling of assets of Borrower or any other action by any court or governmental body with respect thereto, or to cause the Administrative Agent and the Lenders to proceed against any other security given to a Lender in connection with the Facility Indebtedness or the Obligations, (vi) any invalidity or unenforceability of the Facility Indebtedness, and (vii) any amendment or waiver of the Facility Indebtedness, including without limitation any of the actions described in Paragraph 4 below. Credit may be granted or continued from time to time by the Lenders to Borrower without notice to or authorization from Subsidiary Guarantors, regardless of the financial or other condition of Borrower at the time of any such grant or continuation. The Administrative Agent and the Lenders shall have no obligation to disclose or discuss with Subsidiary Guarantors the Lenders’ assessment of the financial condition of Borrower. Subsidiary Guarantors acknowledge that no representations of any kind whatsoever have been made by the Administrative Agent and the Lenders to Subsidiary Guarantors. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Administrative Agent and the Lenders except as expressly set forth in a writing duly signed and delivered in accordance with Section 8.2 of the Credit Agreement. Subsidiary Guarantors further agree that any exculpatory language contained in the Credit Agreement, the Notes, and the other Loan Documents shall in no event apply to this Guaranty, and will not prevent the Administrative Agent and the Lenders from proceeding against Subsidiary Guarantors to enforce this Guaranty.

4.     Subsidiary Guarantors further agree that Subsidiary Guarantors' liability as guarantor shall in no way be impaired by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of Subsidiary Guarantors of the time for payment of interest or principal under a Note or by any forbearance or delay in collecting interest or principal under a Note, or by any waiver by the Administrative Agent and the Lenders under the Credit Agreement, or any other Loan Documents, or by the Administrative Agent or the Lenders’ failure or election not to pursue any other remedies they may have against Borrower, or by any change or modification in a Note, the Credit Agreement, or any other Loan Documents, or by the acceptance by the Administrative Agent or the Lenders of any security or any increase, substitution or change therein, or by the release by the Administrative Agent and the Lenders of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Facility Indebtedness, even though a Lender might lawfully have elected to apply such payments to any part or all of the Facility Indebtedness, it being the intent hereof that Subsidiary Guarantors shall remain liable as principal for payment of the Facility Indebtedness and performance of the Obligations until all indebtedness has been paid in full and the other terms, covenants and conditions of the Credit Agreement, and other Loan Documents and this Guaranty have been performed, notwithstanding any act or thing

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which might otherwise operate as a legal or equitable discharge of a surety. Subsidiary Guarantors further understand and agree that the Administrative Agent and the Lenders may at any time enter into agreements with Borrower to amend and modify a Note, the Credit Agreement or any of the other Loan Documents, or any other documents related thereto, and may waive or release any provision or provisions of a Note, the Credit Agreement, or any other Loan Document and, with reference to such instruments, may make and enter into any such agreement or agreements as the Administrative Agent, the Lenders and Borrower may deem proper and desirable, without in any manner impairing this Guaranty or any of the Administrative Agent and the Lenders’ rights hereunder or any of Subsidiary Guarantors’ obligations hereunder. Each of the Subsidiary Guarantors agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates, officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facility, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby.

5.     This is an absolute, unconditional, complete, present and continuing guaranty of
payment and performance and not of collection. Subsidiary Guarantors agree that its obligations hereunder shall be joint and several with any and all other guaranties given in connection with the Facility from time to time. Subsidiary Guarantors agree that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note, the Credit Agreement, or any of the other Loan Documents or by or resorting to any other guaranties, and Subsidiary Guarantors hereby waive the right to require the Administrative Agent and the Lenders to join Borrower in any action brought hereunder or to commence any action against or obtain any judgment against Borrower or to pursue any other remedy or enforce any other right. Subsidiary Guarantors further agree that nothing contained herein or otherwise shall prevent the Administrative Agent and the Lenders from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note, the Credit Agreement or any other Loan Documents, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Subsidiary Guarantors’ obligations hereunder, it being the purpose and intent of Subsidiary Guarantors that the obligations of such Subsidiary Guarantors hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. Neither Subsidiary Guarantors’ obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Borrower under a Note, the Credit Agreement or any other Loan Document or by reason of Borrower’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against Borrower. This Guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note, the Credit Agreement or any other Loan Document is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such Lender had not been made, regardless of whether such Lender contested the order requiring the return of such payment. The obligations of Subsidiary Guarantors pursuant to the preceding sentence shall survive any termination, cancellation, or release of this Guaranty.

6.     This Guaranty shall be assignable by a Lender to any assignee of all or a portion of such Lender’s rights under the Loan Documents.

7.     If: (i) this Guaranty, a Note, or any of the Loan Documents are placed in the hands of an attorney for collection or is collected through any legal proceeding; (ii) an attorney is retained to represent

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the Administrative Agent or any Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Guaranty, a Note, the Credit Agreement, or any Loan Document; (iii) an attorney is retained to enforce any of the other Loan Documents or to provide advice or other representation with respect to the Loan Documents in connection with an enforcement action or potential enforcement action; or (iv) an attorney is retained to represent the Administrative Agent or any Lender in any other legal proceedings whatsoever in connection with this Guaranty, a Note, the Credit Agreement, any of the Loan Documents, or any property subject thereto (other than any action or proceeding brought by any Lender or participant against the Administrative Agent alleging a breach by the Administrative Agent of its duties under the Loan Documents), then Subsidiary Guarantors shall pay to the Administrative Agent or such Lender upon demand all reasonable attorney’s fees, costs and expenses, including, without limitation, court costs, filing fees and all other costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder.

8.     The parties hereto intend that each provision in this Guaranty comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of the Administrative Agent and the Lender or the holder of a Note under the remainder of this Guaranty shall continue in full force and effect.

9.     Any indebtedness of Borrower to Subsidiary Guarantors now or hereafter existing is hereby subordinated to the Facility Indebtedness. Subsidiary Guarantors will not seek, accept, or retain for Subsidiary Guarantors’ own account, any payment from Borrower on account of such subordinated debt at any time when a Default exists under the Credit Agreement or the Loan Documents, and any such payments to Subsidiary Guarantors made while any Default then exists under the Credit Agreement or the Loan Documents on account of such subordinated debt shall be collected and received by Subsidiary Guarantors in trust for the Lenders and shall be paid over to the Administrative Agent on behalf of the Lenders on account of the Facility Indebtedness without impairing or releasing the obligations of Subsidiary Guarantors hereunder.

10.     Subsidiary Guarantors hereby subordinate to the Facility Indebtedness any and all claims and rights, including, without limitation, subrogation rights, contribution rights, reimbursement rights and set-off rights, which Subsidiary Guarantors may have against Borrower arising from a payment made by Subsidiary Guarantors under this Guaranty and agree that, until the entire Facility Indebtedness is paid in full, not to assert or take advantage of any subrogation rights of Subsidiary Guarantors or the Lenders or any right of Subsidiary Guarantors or the Lenders to proceed against (i) Borrower for reimbursement, or (ii) any other guarantor or any collateral security or guaranty or right of offset held by the Lenders for the payment of the Facility Indebtedness and performance of the Obligations, nor shall Subsidiary Guarantors seek or be entitled to seek any contribution or reimbursement from Borrower or any other guarantor in respect of payments made by Subsidiary Guarantors hereunder. It is expressly understood that the agreements of Subsidiary Guarantors set forth above constitute additional and cumulative benefits given to the Lenders for their security and as an inducement for their extension of credit to Borrower.

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11.     The Subsidiary Guarantors hereby agree as among themselves that, if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Subsidiary Guarantor shall have a right of contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Subsidiary Guarantor under this paragraph shall be subordinate and subject in right of payment to the Obligations until the entire Facility Indebtedness is paid in full, and none of the Subsidiary Guarantors shall exercise any right or remedy under this paragraph against any other Subsidiary Guarantor until the entire Facility Indebtedness is paid in full. Subject to the immediately preceding paragraph 10, this paragraph shall not be deemed to affect any claims or rights, including, without limitation, subrogation rights, contribution rights, reimbursement rights and set-off rights, that any Subsidiary Guarantor may have under applicable law against the Borrower in respect of any payment of the Facility Indebtedness or the Obligations. Notwithstanding the foregoing, all rights of contribution against any Subsidiary Guarantor shall terminate from and after such time, if ever, that such Subsidiary Guarantor shall cease to be a Subsidiary Guarantor in accordance with Section 6.26 of the Credit Agreement. For purposes of this paragraph, the following terms have the indicated meanings:

    (a)    “Contribution Share” means, for any Subsidiary Guarantor in respect of any Excess Payment made by any other Subsidiary Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and the Subsidiary Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Subsidiary Guarantors) of the Borrower and the Subsidiary Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Subsidiary Guarantors in respect of any Excess Payment, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Subsidiary Guarantor on the date of such Excess Payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Subsidiary Guarantor in connection with such Excess Payment.

    (b)    “Excess Payment” means the amount paid by any Subsidiary Guarantor in excess of its Ratable Share (as defined below) of the Facility Indebtedness.

    (c)    “Ratable Share” means, for any Subsidiary Guarantor in respect of any payment of the Facility Indebtedness, the ratio (expressed as a percentage) as of the date of such payment of the Facility Indebtedness of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Subsidiary Guarantors hereunder) of the Borrower and the Subsidiary Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Subsidiary Guarantors in respect of any payment of the Facility Indebtedness, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such payment shall be deemed to have been a Subsidiary Guarantor on the date of such payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Guarantor in connection with such payment.

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12.     Any amounts received by a Lender from any source on account of any indebtedness may be applied by such Lender toward the payment of such indebtedness, and in such order of application, as a Lender may from time to time elect.

13.     Subsidiary Guarantors hereby submit to personal jurisdiction in the State of Illinois for the enforcement of this Guaranty and waive any and all personal rights to object to such jurisdiction for the purposes of litigation to enforce this Guaranty. Subsidiary Guarantors hereby consent to the jurisdiction of either the Circuit Court of Cook County, Illinois, or the United States District Court for the Northern District of Illinois, in any action, suit, or proceeding which the Administrative Agent or a Lender may at any time wish to file in connection with this Guaranty or any related matter. Subsidiary Guarantors hereby agree that an action, suit, or proceeding to enforce this Guaranty may be brought in any state or federal court in the State of Illinois and hereby waives any objection which Subsidiary Guarantors may have to the laying of the venue of any such action, suit, or proceeding in any such court; provided, however, that the provisions of this Paragraph shall not be deemed to preclude the Administrative Agent or a Lender from filing any such action, suit, or proceeding in any other appropriate forum.

14.     All notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall be in writing or by facsimile and addressed or delivered to such party at its address set forth below or at such other address as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted. Notice may be given as follows:

To Subsidiary Guarantors:

c/o Retail Properties of America, Inc.

2021 Spring Road, Suite 200

Oak Brook, Illinois 60523

Attention: ____________

Telephone: 630-634-4230

Facsimile: 630-756-4185

With a copy to:

Retail Properties of America, Inc.

2021 Spring Road, Suite 200

Oak Brook, Illinois 60523

Attention: _____________

Telephone: 630-634-4190

Facsimile: 630-282-7465

If to the Administrative Agent or any Lender, to its address set forth in the Credit Agreement.

15.     This Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Subsidiary Guarantors and shall inure to the benefit of the Administrative Agent and the Lenders’ successors and assigns.

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16.     This Guaranty shall be construed and enforced under the internal laws of the State of Illinois.

17.     SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

18.     Neither the execution and delivery by the Subsidiary Guarantors of this Guaranty, nor the consummation of the transactions contemplated by the Credit Agreement, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any of the Subsidiary Guarantors or their respective articles of organization, articles of formation, certificates of trust, limited partnership certificates, operating agreements, trust agreements, or limited partnership agreements, or the provisions of any indenture, instrument or agreement to which any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien (other the Liens created pursuant to the Credit Agreement) in, of or on the Property of such Subsidiary Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.

19.     From time to time, additional parties may execute a joinder substantially in the form of Exhibit A hereto, and thereby become a party to this Guaranty. From and after delivery of such joinder, the Subsidiary delivering such joinder shall be a Subsidiary Guarantor, and be bound by all of the terms and provisions of this Guaranty. From time to time, certain Subsidiary Guarantors shall be released from their obligations under this Guaranty upon satisfaction of the conditions to such release established pursuant to Section 6.26 of the Credit Agreement.

20.    Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the Borrower and each other Subsidiary Guarantor to honor all of its obligations under this Guaranty in respect of Related Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified ECP Guarantor” means, in respect of any Related Swap Obligation, each of the Borrower and any Subsidiary Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Related

E-8

Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(Remainder of page intentionally left blank.)

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IN WITNESS WHEREOF, Subsidiary Guarantors have delivered this Subsidiary Guaranty as of the date first written above.

[GUARANTOR]

By:

Name:

Title:

E-10

Accepted:

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent

By:

Name:

Title:

[Signature Page to Subsidiary Guaranty]

E-11

EXHIBIT A TO SUBSIDIARY GUARANTY

FORM OF JOINDER TO GUARANTY

THIS JOINDER is executed as of ____________, 20__ by the undersigned, each of which hereby agrees as follows:

1.     All capitalized terms used herein and not defined in this Joinder shall have the meanings provided in that certain Subsidiary Guaranty (as amended, modified, supplemented, restated, or renewed, from time to time, the “Guaranty”) dated as of ______________, executed for the benefit of KeyBank National Association, as Administrative Agent for itself and certain other Lenders, and the Lenders, with respect to Loans from the Lenders to Retail Properties of America, Inc. (“Borrower”).

2.    As required by the Credit Agreement, each of the undersigned is executing this Joinder to become a party to the Guaranty.

3.    Each and every term, condition, representation, warranty, and other provision of the Guaranty, by this reference, is incorporated herein as if set forth herein in full and the undersigned agrees to fully and timely perform each and every obligation of a Subsidiary Guarantor under such Guaranty.

[INSERT SUBSIDIARY GUARANTOR SIGNATURE BLOCKS AND FEIN NUMBER]

FEIN NO.
	By:
		By:
		Its:

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EXHIBIT F

FORM OF BORROWING NOTICE

Date:_______________

KeyBank National Association, as Administrative Agent

KeyBank Real Estate Capital

1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Attention: Nathan Weyer

Borrowing Notice

Retail Properties of America, Inc. hereby requests a Loan Advance pursuant to Section 2.9 of the Sixth Amended and Restated Credit Agreement dated as of July 8, 2021 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Credit Agreement”), among Retail Properties of America, Inc., the Lenders referenced therein, and you, as Administrative Agent for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement

An Advance is requested to be made in the amount of $__________, to be made on _______________. Such Loan shall be a [Revolving] [Term] Advance. Such Loan shall be a [[LIBOR Rate] [Floating Rate] Advance] [Same-Day Borrowing at the LIBOR Market Index Rate]. [The applicable LIBOR Interest Period shall be ____________________.]

The proceeds of the requested Advance shall be directed to the following account:

Wiring Instructions:

(Bank Name)

(ABA No.)

(Beneficiary)

(Account No. to Credit)

(Notification Requirement)

F-1

In support of this request, Retail Properties of America, Inc. hereby represents and warrants to the Administrative Agent and the Lenders that all requirements of Section 4.2 of the Credit Agreement in connection with such Advance have been satisfied at the time such proceeds are disbursed.

Date:

For Borrower: Retail Properties of America, Inc.

By:

Name:

Its:

F-2

EXHIBIT G

FORM OF ASSIGNMENT AGREEMENT

    This Assignment Agreement (this “Assignment Agreement”) between _________________________ (the “Assignor”) and _________________________ (the “Assignee”) is dated as of ____________, 20__. The parties hereto agree as follows:

1.     PRELIMINARY STATEMENT. The Assignor is a party to a Sixth Amended and Restated Credit Agreement dated July 8, 2021 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.     ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement such that after giving effect to such assignment, the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents. The Commitment purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

3.     EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two (2) Business Days (or such shorter period agreed to by KeyBank National Association, as Administrative Agent under the Credit Agreement (the “Agent”)) after a Notice of Assignment substantially in the form of Exhibit “I” attached hereto has been delivered to the Agent. Such Notice of Assignment shall include the consent of the Agent if required by Section 12.3(i) of the Credit Agreement. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Section 4 hereof are not made on the proposed Effective Date. The Assignor will notify the Assignee of the proposed Effective Date no later than the Business Day prior to the proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder.

4.    PAYMENTS OBLIGATIONS. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. In consideration for the sale and assignment of Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Loans assigned to the Assignee hereunder which is outstanding on the Effective Date. The Assignee will promptly remit to the Assignor (i) the portion of any principal payments assigned hereunder and received from the Agent and (ii) any amounts of interest on Loans and fees received from the Agent to the extent either (i) or (ii) relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date and have not been previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

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5.     REPRESENTATIONS OF THE ASSIGNOR: LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants: (a) that it is the legal and beneficial owner of the interest being assigned by it hereunder, (b) that such interest is free and clear of any adverse claim created by the Assignor, and (c) that it has all necessary right and authority to enter into this Assignment. It is understood and agreed that the assignment and assumption hereunder is made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the Property, books or records of the Borrowers, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

6.     REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder 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.

7.     INDEMNITY. The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed by Assignee under this Assignment Agreement on and after the Effective Date. The Assignor agrees to indemnify and hold the Assignee harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignee in connection with or arising in any manner from the Assignor’s non-performance of the obligations assigned to Assignee under this Assignment Agreement prior to the Effective Date.

8.     SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall have the right pursuant to Section 12.3(i) of the Credit Agreement to assign the rights which are assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not

G-2

thereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4 and 7 hereof.

9.     REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Commitment occurs between the date of this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall remain the same, but the dollar amount purchased shall be recalculated based on the reduced Commitment.

10.     ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

11.     GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

12.     NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

(Remainder of page intentionally left blank.)

G-3

    IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.

ASSIGNOR:

[]

By:

Name:

Title:

ASSIGNEE:

[]

By:

Name:

Title:

[Consented to by:

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent

By:_____________________________________

Name:___________________________________

Title:____________________________________]6

6 If consent of Administrative Agent is required pursuant to Section 12.3(i) of the Credit Agreement.

G-4

SCHEDULE 1

to Assignment Agreement

1.     Description and Date of Credit Agreement: Sixth Amended and Restated Credit Agreement dated as of July 8, 2021, by and among Retail Properties of America, Inc., the lenders party thereto, and KeyBank National Association, as Administrative Agent

2.     Date of Assignment Agreement: _______________, 20__

3.     Amounts (as of date of Item 2 above):

a.Revolving Commitment of Assignor under

Credit Agreement.                        $__________

b.     Assignee’s Percentage of Revolving Commitment of Assignor

purchased under this Assignment Agreement.**            __________%

c.     Term Loans of Assignor outstanding under

Credit Agreement.                        $__________

d.     Assignee’s Percentage of the Term Loans of

Assignor purchased under this Assignment

Agreement.**                            __________%

4.     Amount of Assignor’s Revolving Commitment purchased under

    this Assignment Agreement.                         $__________

5.     Aggregate amount of Assignor’s Term Loans purchased under this

Assignment Agreement.                            $__________

6.     Proposed Effective Date:

Accepted and Agreed:

[NAME OF ASSIGNOR]                    [NAME OF ASSIGNEE]

By:	By:
Title:	Title:

** Percentage taken to 10 decimal places.

G-5

Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

Attach Assignor’s Administrative Information Sheet, which must

include notice address for the Assignor and the Assignee

[to be provided by KeyBank]

G-6

Exhibit H

FORM OF SUSTAINABILITY GRID NOTICE

__________ ___, 20__

Date:_______________

KeyBank National Association, as Administrative Agent

KeyBank Real Estate Capital

1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Attention: Nathan Weyer

Ladies and Gentlemen:

Re:    Sixth Amended and Restated Credit Agreement dated as of July 8, 2021 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) between RETAIL PROPERTIES OF AMERICA, INC. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and the other lenders parties thereto from time to time (“Lenders”), and the Lenders.

Reference is made to the Agreement. Capitalized terms used in this Sustainability Grid Notice (including schedules and other attachments hereto, this “Notice”) without definition have the meanings specified in the Agreement.

    Pursuant to the terms of the Agreement, the undersigned hereby certifies, in such person’s corporate and not individual capacity, to the Administrative Agent that:

    The Borrower hereby certifies the following for the fiscal year ending December 31, 20[__] (the “Reference Year”):

1.The Sustainability Baseline for the Sustainability Metric Base year is [_____].

2.The Sustainability Metric for the Reference Period is [___].

3.The Sustainability Metric Target for the Reference Year is: Sustainability Baseline multiplied by [__]%= [__________].

4.Is the amount set forth in clause 2 less than the amount calculated in clause 3? [__] yes; [__] no.

As such, the undersigned herby certifies that the Sustainability Metric Target was satisfied for the Reference year. Borrower [is] [is not] Sustainability Metric Compliant as of the Measurement Date.

[Signature on Following Page]

H-1

IN WITNESS WHEREOF, this Certificate is executed by the undersigned this ___ day of __________, 20__.

RETAIL PROPERTIES OF AMERICA, INC.

By:

Print Name:

Title:

H-2

EXHIBIT “I”

to Assignment Agreement

NOTICE OF ASSIGNMENT

    ________________, ____

To:     KeyBank National Association, as Administrative Agent (the “Agent”)

KeyBank Real Estate Capital

1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Attention: Nathan Weyer

Borrower:

Retail Properties of America, Inc.

2021 Spring Road, Suite 200

Oak Brook, Illinois 60523

Attention: Angela M. Aman

From:     [NAME OF ASSIGNOR] (the “Assignor”)

    [NAME OF ASSIGNEE] (the “Assignee”)

1.     We refer to that Sixth Amended and Restated Credit Agreement dated as of July 8, 2021 (the “Credit Agreement”) described in Item 1 of Schedule 1 (“Schedule 1”) attached to the Assignment Agreement, dated as of ______________, (the “Assignment”) by and between the Assignor and Assignee. A copy of the Assignment is included with this Notice of Assignment. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.     This Notice of Assignment (this “Notice”) is given and delivered to the Agent pursuant to Section 12.3(ii) of the Credit Agreement.

3.     The Assignor and the Assignee have entered into the Assignment, pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the percentage interest specified in Item 3 of Schedule 1 of all outstandings, rights and obligations under the Credit Agreement. The Effective Date of the Assignment shall be the later of the date specified in Item 5 of Schedule 1 or two (2) Business Days (or such shorter period as agreed to by the Agent) after this Notice of Assignment and any fee required by Section 12.3(ii) of the Credit Agreement have been delivered to the Agent, provided that the Effective Date shall not occur if any condition precedent agreed to by the Assignor and the Assignee has not been satisfied.

4.     The Assignor and the Assignee hereby give to the Agent notice of the assignment and delegation referred to in the Assignment. The Assignor will confer with the Agent before the date specified in Item 5 of Schedule 1 to determine if the Assignment Agreement will become effective on such date pursuant to Section 3 hereof, and will confer with the Agent to determine the Effective Date pursuant to Section 3 hereof if it occurs thereafter. The Assignor shall notify the Agent if the Assignment Agreement does not become effective on any proposed Effective Date as a result of the failure to satisfy

I-1

the conditions precedent agreed to by the Assignor and the Assignee. At the request of the Agent, the Assignor will give the Agent written confirmation of the satisfaction of the conditions precedent.

5.     If Notes are outstanding on the Effective Date, the Assignor and the Assignee request and direct that the Agent prepare and cause the Borrowers to execute and deliver new Notes or, as appropriate, replacements notes, to the Assignor and the Assignee. The Assignor and, if applicable, the Assignee each agree to deliver to the Agent the original Note received by it from the Borrowers upon its receipt of a new Note in the appropriate amount.

6.     The Assignee advises the Agent that notice and payment instructions are set forth in the attachment to Schedule 1.

7.     The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment 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.

8.     [The Assignee authorizes the Agent to act as its agent under the Loan Documents in accordance with the terms thereof. The Assignee acknowledges that the Agent has no duty to supply information with respect to the Borrowers or the Loan Documents to the Assignee until the Assignee becomes a party to the Credit Agreement.]7

NAME OF ASSIGNOR                 NAME OF ASSIGNEE

By:	By:
Title:	Title:

ACKNOWLEDGED AND, IF REQUIRED BY THE CREDIT AGREEMENT, CONSENTED TO BY:                        

KEYBANK NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT

By:

Title:

[Attach photocopy of the Assignment]

7 May be eliminated if Assignee is a party to the Credit Agreement prior to the Effective Date.

I-2

EX-10.2

Exhibit 10.2

Execution Version

SECOND AMENDMENT TO TERM LOAN AGREEMENT

This Second Amendment to Term Loan Agreement (this “Amendment”) is made as of July 19, 2021, among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (the “Administrative Agent”) and each of the Lenders (as defined in the Loan Agreement referenced in the recitals below) party hereto.

W I T N E S S E T H:

WHEREAS, Borrower, Administrative Agent and the Lenders have entered into a certain Term Loan Agreement dated as of July 17, 2019 (as amended by that certain First Amendment to Term Loan Agreement dated as of May 4, 2020 and as may be further amended, restated, supplemented or otherwise modified from time to time, collectively, the “Loan Agreement”) wherein the Lenders agreed to provide term loans to Borrower in the aggregate initial principal amount of $270,000,000, evidenced by those certain Notes (as defined in the Loan Agreement, collectively, the “Note”) made by Borrower in favor of each Lender; and

WHEREAS, Borrower, Administrative Agent and the Lenders have agreed to amend the Loan Agreement as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1.Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Loan Agreement has the meaning assigned to such term in the Loan Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Amendment” and each other similar reference contained in the Loan Agreement and other Loan Documents shall, after this Amendment becomes effective, refer to the Loan Agreement as amended hereby.

2.Amendments to Loan Agreement.

(a)Article I of the Loan Agreement is hereby amended to add the following defined terms in proper alphabetical order:

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Available Tenor” is defined in Section 3.3(h).

“Benchmark” is defined in Section 3.3(h).

“Benchmark Replacement” is defined in Section 3.3(h).

“Benchmark Replacement Conforming Changes” is defined in Section 3.3(h).

“Benchmark Transition Event” is defined in Section 3.3(h).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Daily Simple SOFR” is defined in Section 3.3(h).

“Early Opt-In Effective Date” is defined in Section 3.3(h).

“Early Opt-In Election” is defined in Section 3.3(h).

“Floor” is defined in Section 3.3(h).

“Relevant Governmental Body” is defined in Section 3.3(h).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Second Amendment Effective Date” means July 19, 2021.

“SOFR” is defined in Section 3.3(h).

“Swap Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Swap Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

“Term SOFR” is defined in Section 3.3(h).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

2

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“USD LIBOR” is defined in Section 3.3(h).

(b)Article I of the Loan Agreement is hereby further amended to delete the defined terms “Alternate Base Rate”, “Bail-In Action”, “Bail-In Legislation”, “Business Day”, “EEA Resolution Authority”, “Eligible Assignee”, “Excluded Swap Obligation”, “LIBOR Base Rate”, “Obligations”, “Preferred Dividends” and “Write-Down and Conversion Powers”, and to insert the following definitions in place thereof:

“Alternate Base Rate” means, for any day, the LIBOR Market Index Rate; provided, that if for any reason the LIBOR Market Index Rate is unavailable, Alternate Base Rate shall mean the per annum rate of interest equal to the Federal Funds Effective Rate plus one and one-half of one percent (1.50%). Notwithstanding the foregoing, in no event shall the Alternate Base Rate (including without limitation, any Benchmark Replacement with respect thereto) be less than zero. The Alternate Base Rate shall be determined on a daily basis. Notwithstanding the foregoing, in no event shall the Alternate Base Rate (including without limitation, any Benchmark Replacement with respect thereto) be less than zero.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Business Day” means (i) with respect to any borrowing, payment or rate selection of LIBOR Rate Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland, Ohio for the conduct of substantially all of their commercial lending activities and on which dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland, Ohio for the conduct of substantially all of their commercial lending activities; provided that, when used in connection with SOFR, the component of the Alternate Base Rate based upon SOFR or any other calculation or determination involving SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country

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(including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“Eligible Assignee” means (a) any Lender, (b) any Affiliate of a Lender or fund related to a Lender, (c) any commercial bank having a combined capital and surplus of $5,000,000,000 or more, (d) the central bank of any country which is a member of the Organization for Economic Cooperation and Development, (e) any savings bank, savings and loan association or similar financial institution which (A) has a net worth of $500,000,000 or more, (B) is regularly engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank, and (f) any other financial institution (including a mutual fund or other fund) approved by the Administrative Agent and, unless a Default shall have occurred and be continuing, Borrower (such approval not to be unreasonably withheld or delayed, and the failure of Borrower to expressly grant or deny any such approval within five (5) days after written request being deemed to be the grant of such approval) having total assets of $500,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (e) above; provided that each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and (ii) be exempt from withholding of tax on interest. Notwithstanding anything herein to the contrary, at no time shall Borrower, its Affiliates, any Subsidiary thereof or any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), be considered an “Eligible Assignee.”

“Excluded Swap Obligation” means, with respect to the Borrower or Subsidiary Guarantor, any Related Swap Obligations if, and to the extent that, all or a portion of the liability of such Person for, or the guarantee of such Person of, or the grant by such Person of a Lien to secure, such Related Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Person or the grant of such Lien becomes effective with respect to such Related Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Person, including under Section 20 of the Subsidiary Guaranty). If a Related Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Related Swap Obligation that is attributable to swaps for which such guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“LIBOR Base Rate” means, subject to implementation of a Benchmark Replacement in accordance with Section 3.3, with respect to any LIBOR Rate Advance

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for any LIBOR Interest Period, the rate of interest obtained by dividing (i) the rate of interest per annum (expressed to the fifth decimal place) determined on the basis of the rate for deposits in Dollars for a period equal to the applicable LIBOR Interest Period as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable LIBOR Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Rate Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America). If, for any reason, the rate referred to in the preceding clause (i) is not so published, then the rate to be used for such clause (i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable LIBOR Interest Period for a period equal to such LIBOR Interest Period. Any change in the maximum rate of reserves described in the preceding clause (ii) shall result in a change in LIBOR Base Rate on the date on which such change in such maximum rate becomes effective. Notwithstanding the foregoing, (x) in no event shall LIBOR Base Rate (including, without limitation, any Benchmark Replacement with respect thereto) be less than zero and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.3, in the event that a Benchmark Replacement with respect to LIBOR Base Rate is implemented then all references herein to LIBOR Base Rate shall be deemed references to such Benchmark Replacement.

“LIBOR Interest Period” means, with respect to each amount bearing interest at a LIBOR based rate, a period of one, three, six or twelve months or, if available to all applicable Lenders with respect to the applicable Class of Advance, commencing on a Business Day, as selected by Borrower; provided, however, that (i) any LIBOR Interest Period which would otherwise end on a day which is not a Business Day shall continue to and end on the next succeeding Business Day, unless the result would be that such LIBOR Interest Period would be extended to the next succeeding calendar month, in which case such LIBOR Interest Period shall end on the next preceding Business Day and (ii) any LIBOR Interest Period which begins on a day for which there is no numerically corresponding date in the calendar month in which such LIBOR Interest Period would otherwise end shall instead end on the last Business Day of such calendar month.

“Obligations” means the Advances, the Related Swap Obligations (other than Excluded Swap Obligations), and all accrued and unpaid fees and all other obligations of Borrower to the Administrative Agent or the Lenders arising under this Agreement or any of the other Loan Documents, including all payments and other obligations that may accrue after the commencement of any action or proceeding described in Sections 7.7 and 7.8.

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“Preferred Dividends” means, with respect to any entity, dividends or other distributions which are payable to holders of any ownership interests in such entity which entitle the holders of such ownership interests to be paid on a preferred basis prior to dividends or other distributions to the holders of other types of ownership interests in such entity.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of such Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

(c)Article I of the Loan Agreement is hereby further amended to delete the defined term “Replacement Rate”.

(d)Section 3.3 of the Loan Agreement is hereby amended by (i) replacing clauses (b) and (c) in their entirety with the following and (ii) inserting the following new clauses (d), (e), (f), (g) and (h):

    (b)    Inability to Determine Rates. Unless and until a Benchmark Replacement is implemented in accordance with Section 3.3(c) below, if the Administrative Agent reasonably and in good faith determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise that (i) dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (ii) adequate and reasonable means do not exist for determining LIBOR Base Rate for any requested LIBOR Interest Period with respect to a proposed LIBOR Rate Loan, or (iii) LIBOR Base Rate for any requested LIBOR Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Required Lenders of funding such Loan, and, in any such event, Administrative Agent shall have also made such determination with respect to similarly situated loans in which it is serving as administrative agent or otherwise consistent with market practice generally, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligations of the Lenders to make or maintain LIBOR Rate Loans and Floating Rate Loans as to which the interest rate is determined by reference to LIBOR Market Index Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed. Upon receipt of such notice, the Borrower may revoke any pending request for the borrowing of, conversion to or continuation of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request for the borrowing of Loans that are Floating Rate Loans (with the Floating Rate

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determined other than by reference to LIBOR Market Index Rate) in the amount specified therein.

    (c)    Replacing USD LIBOR. On March 5, 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earliest of (i) July 1, 2023, (ii) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (iii) the Early Opt-in Effective Date, if the then-current Benchmark is USD LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

    (d)    Replacing Future Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above with respect to USD LIBOR), the then-current Benchmark will be replaced with the Benchmark Replacement for all purposes hereunder and under any Loan Document in respect of any Benchmark setting on the later of (i) as of 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower or (ii) such other date as may be determined by the Administrative Agent in accordance with then applicable market practice, in each case, without any further action or consent of any other party to this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time (or, in the case of clause (ii) above, such time as may be specified by the Administrative Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders; provided, however, that in the event that the then-current Benchmark is not a SOFR-based rate, then the Benchmark Replacement shall be determined in accordance with clause (1) of the definition of “Benchmark Replacement” unless the Administrative Agent has determined in good faith that neither of such alternative rates is available. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Floating Rate Loans. During the period referenced in the foregoing sentence, the component of

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Alternate Base Rate based upon the Benchmark will not be used in any determination of the Alternate Base Rate.

    (e)    Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement (whether in connection with the replacement of USD LIBOR or any future Benchmark), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

    (f)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section including, without limitation, any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section, and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

    (g)    Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR or any alternate rate selected in an Early Opt-in Election), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, the Administrative Agent may reinstate any previously removed tenor for such Benchmark (including any Benchmark Replacement) settings.

(h)    Certain Defined Terms. As used in this Section:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” means, initially, USD LIBOR; provided that if a replacement for the Benchmark has occurred pursuant to this Section, then “Benchmark” means

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the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

    (1)    for purposes of clause (c) of this Section, the first alternative set forth below that can be determined by the Administrative Agent:

        (a)     the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration ;provided, that, if the Borrower has provided a notification to the Administrative Agent in writing on or prior to the date on which the Benchmark Replacement will become effective that the Borrower has a swap contract in place with respect to any of the Loans as of the date of such notice (which such notification the Administrative Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness or completeness of), then the Administrative Agent, in its sole discretion, may decide not to determine the Benchmark Replacement pursuant to this clause (1)(a) for such Benchmark Transition Event or Early Opt-in Election, as applicable; or

        (b)     the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment for an Available Tenor of one-month’s duration (0.11448% (11.448 basis points));

provided, however, that if an Early Opt-in Election has been made, the Benchmark Replacement will be the benchmark selected in connection with such Early Opt-in Election; and

        (2)    for purposes of clause (d) of this Section, the sum of: (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value, or zero), in each case, that has been selected pursuant to this clause (2) by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for all purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark (other than USD LIBOR), the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of

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objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” means the occurrence of:

(1)a notification by the Administrative Agent to each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time incorporate or adopt (as a result of amendment or as originally executed) either a SOFR-based rate (including SOFR or Term SOFR or any other rate based upon SOFR) as a benchmark rate or an alternate benchmark interest rate to replace USD LIBOR (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, for any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org. (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time), on the immediately succeeding Business Day.

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

(e)Section 5.28 of the Loan Agreement is hereby amended by replacing such Section in its entirety with the following:

    5.28    Beneficial Ownership Certification. As of the Second Amendment Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.

(f)Section 5.30 of the Loan Agreement is hereby amended by replacing such Section in its entirety with the following:

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    5.30    Affected Financial Institution. None of the Borrower, any other Loan Party or any other Subsidiary is an Affected Financial Institution.

(g)Section 6.7 of the Loan Agreement is hereby amended by replacing such Section in its entirety with the following:

    6.7    Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject, the violation of which could reasonably be expected to have a Material Adverse Effect. The Borrower will (a) 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, Anti-Terrorism Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(h)Section 8.2 of the Loan Agreement is hereby amended by replacing the last sentence thereof in its entirety with the following:

    The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 in accordance with the terms of Section 3.3.

(i)Section 8.5 of the Loan Agreement is hereby amended by adding the following sentence immediately following clause (e) thereof:

Excluded Swap Obligations with respect to a Subsidiary Guarantor shall not be paid with amounts received from the Subsidiary Guarantor or the Subsidiary Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from the Borrower and other Subsidiary Guarantors to preserve the allocations otherwise set forth above in this Section.

(j)Section 9.9 of the Loan Agreement is hereby amended by replacing such Section in its entirety with the following:

    9.9    Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP; provided that, if at any time any change in GAAP

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would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the appropriate Lenders pursuant to Section 8.2); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, (i) the calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities and (ii) all accounting terms, ratios and calculations shall be determined without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842, provided that the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents reasonably requested by the Administrative Agent and the Lenders setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP and made without giving effect to Account Standards Codification 842.

(k)Section 9.17 of the Loan Agreement is hereby amended by replacing such Section in its entirety with the following:

    9.17    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

b)the effects of any Bail-In Action on any such liability, including, if applicable:

i.a reduction in full or in part or cancellation of any such liability;

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ii.a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

iii.the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority

(l)Article IX of the Loan Agreement is hereby further amended by inserting the following new Section 9.18:

    9.18    Benchmark Notification. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to USD LIBOR or with respect to any alternative or successor benchmark thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.3, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other benchmark or have the same volume or liquidity as did USD LIBOR or any other benchmark rate prior to its discontinuance or unavailability.

(m)Article X of the Loan Agreement is hereby amended by inserting the following new Section 10.16:

    10.16    Erroneous Payments.

(a)Each Lender and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 10.16(a), whether received as a payment, prepayment or repayment of principal, interest, fees,

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distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b)Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c)In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender

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and upon such revocation all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.1. and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e)Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 10.16 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f)Each party’s obligations under this Section 10.16 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g)Nothing in this Section 10.16 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

(n)Section 12.2(i) of the Loan Agreement is hereby amended by replacing such Section in its entirety with the following:

(i)    Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks, financial institutions, pension funds, or any other funds or entities (other than the Borrower or any of the Borrower’s Affiliates, a Defaulting Lender, or a natural person (or holding company, investment vehicle or trust for, or owned and operated for the

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primary benefit of, a natural person))(“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrower under the Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. 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. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2 and 3.5 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.1; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.1, 3.2 and 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change that occurs after the Participant acquired the applicable participation.

(o)Exhibit A to the Loan Agreement is hereby amended and replaced in its entirety with Exhibit A attached hereto.

(p)Exhibit E to the Loan Agreement is hereby amended and replaced in its entirety with Exhibit E attached hereto.

(q)The Loan Agreement is hereby further amended by inserting the new Exhibit H attached hereto.

3.Conditions Precedent. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled:

(a)The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:

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(i)counterparts of this Amendment executed by the Administrative Agent, the Borrower and the Lenders;

(ii)a certificate, signed by an officer of the Borrower, stating that on the date hereof and after giving effect to the transactions contemplated by the Amendment (i) no Default or Unmatured Default has occurred and is continuing and (ii) all representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof with the same force and effect as if made on and as of the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Agreement or the other Loan Documents, provided that such certificate is in fact true and correct;

(iii)evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(iv)A Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Second Amendment Effective Date;

(v)all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and

(vi)such other documents, instruments and agreements as the Administrative Agent may reasonably request.

(b)In the good faith and reasonable judgment of the Administrative Agent:

(i)there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower most recently delivered to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material Adverse Effect;

(ii)no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower to fulfill its obligations under this Amendment and the Loan Documents to which it is a party; and

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(iii)the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law or (B) any material agreement, document or instrument to which the Borrower is a party or by which it or its respective properties is bound.

4.Representations and Warranties, Etc.

(a)Authorization. The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and each of this Amendment and the Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally.

(b)Compliance with Laws, etc. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approval or violate any Applicable Law (including Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under (1) the organizational documents of the Borrower or any other Loan Party, or (2) any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound, but only if and in the event that the violation of such indenture, agreement or other instrument could reasonably be expected to have a Material Adverse Effect; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any other Loan Party, other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)No Default. No Default or Unmatured Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

5.Reaffirmation of Representations by Borrower. The Borrower hereby reaffirms that the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof with the same force and effect as if made on and as of the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Agreement or the other Loan Documents

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6.Certain References. Each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document.

7.Fees and Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

8.Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

9.Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

10.Effect. Except as expressly herein amended, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated, unless otherwise specifically stated herein.

11.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission, and by any generally accepted electronic, remote signature format, shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respect signor.

[SIGNATURES ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

BORROWER:
RETAIL PROPERTIES OF AMERICA, INC.
By:	/s/ JULIE M. SWINEHART
Name:	Julie M. Swinehart
Title:	Executive Vice President, Chief
	Financial Officer and Treasurer

Signature Page to Second Amendment to Term Loan Agreement

ADMINISTRATIVE AGENT AND LENDERS:
KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender
By:	/s/ KRISTIN CENTRACCHIO
	Print Name: Kristin Centracchio
	Title: Vice President

Signature Page to Second Amendment to Term Loan Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ MARGARET K. GRADY
	Print Name: Margaret K. Grady
	Title: Vice President

Signature Page to Second Amendment to Term Loan Agreement

TD BANK, N.A., as a Lender
By:	/s/ JESSICA TROMBLY
	Print Name: Jessica Trombly
	Title: Vice President

Signature Page to Second Amendment to Term Loan Agreement

REGIONS BANK, as a Lender
By:	/s/ WILLIAM CHALMERS
	Print Name: William Chalmers
	Title: Vice President

Signature Page to Second Amendment to Term Loan Agreement

TRUIST BANK, f/k/a Branch Banking and
Trust Company, as a Lender
By:	/s/ RYAN ALMOND
	Print Name: Ryan Almond
	Title: Director

Signature Page to Second Amendment to Term Loan Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ MATTHEW KUHN
	Print Name: Matthew Kuhn
	Title: Director

Signature Page to Second Amendment to Term Loan Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ CURT M. STEINER
	Name: Curt M. Steiner
	Title: Senior Vice President

Signature Page to Second Amendment to Term Loan Agreement

BANK OF AMERICA, N.A., as a Lender
By:	/s/ HELEN CHAN
	Print Name: Helen Chan
	Title: Vice President

Signature Page to Second Amendment to Term Loan Agreement

THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ AJIT GOSWAMI
	Print Name: Ajit Goswami
	Title: Managing Director & Industry Head
	U.S. Real Estate, Gaming & Leisure

Signature Page to Second Amendment to Term Loan Agreement

EXHIBIT A

APPLICABLE MARGINS

Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Class of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margins shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not in good faith object to the information provided in such certificate. In the event any such Compliance Certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Required Class Lenders for such Class of Advance, to increase the Applicable Margins to the next higher level until such Compliance Certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest accrued prior to the date of such change in the Applicable Margins. If any such Compliance Certificate shall later be determined to be incorrect and as a result higher Applicable Margins should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original Compliance Certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice or on demand of the Administrative Agent if the Aggregate Commitments have terminated. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows:

Leverage Ratio	Applicable Margin for Tranche A Term Loan Advances	Applicable Margin for Tranche B Term Loan Advances
<35%	1.20%	1.20%
≥35%, <40%	1.20%	1.20%
≥40%, <45%	1.25%	1.25%
≥45%, <50%	1.35%	1.35%
≥50%, <55%	1.50%	1.50%
≥55%	1.70%	1.70%

On, and at all times after, the Investment Grade Rating Date, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Class of Advance and the then-current Credit Ratings of Borrower. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that

will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows:

Credit Rating (S&P and Moody's)	Applicable Margin for Tranche A Term Loan Advances	Applicable Margin for Tranche B Term Loan Advances
At least A or A2	0.80%	0.75%
At least A- or A3	0.85%	0.80%
At least BBB+ or Baal	0.90%	0.85%
At least BBB or Baa2	1.00%	0.95%
At least BBB- or Baa3	1.25%	1.20%
Below BBB- and Baa3	1.65%	1.60%

If each of Moody’s and S&P assigns a Credit Rating to the Borrower and such Credit Ratings correspond to different levels in the above table, the Applicable Margins will be determined based on the level corresponding to the higher Credit Rating of the assigned Credit Ratings. If only one of Moody’s or S&P assigns a Credit Rating to the Borrower, the Applicable Margins will be determined based on the level corresponding to the Credit Rating assigned by such rating agency. During any period after the Investment Grade Rating Date when neither Moody’s nor S&P assigns a Credit Rating to the Borrower, the Applicable Margin shall be determined based on a Credit Rating of “Below BBB- and Baa3”, effective in each case as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such cessation has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware of such cessation, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such cessation.

Notwithstanding the foregoing, if at the end of any fiscal year the Borrower meets the Sustainability Metric Target (as defined below) for such fiscal year, then from and after the fifth (5th) Business Day following the date the Borrower provides to the Administrative Agent a notice substantially in the form of Exhibit H (the “Sustainability Grid Notice”) demonstrating that the Sustainability Metric Target for such fiscal year was satisfied, the Applicable Margins for Tranche B Term Loan Advances shall decrease by 0.01% (but not to below zero percent per annum) from the Applicable Margins that would otherwise be applicable; provided that (x) at no time shall the reduction in the Applicable Margins for Tranche B Term Loan Advances resulting from the delivery of the Sustainability Grid Notice exceed 0.01% and (y) on each anniversary of such change to the Applicable Margins, the Applicable Margins shall automatically revert to the original grid set forth above unless and until the Borrower delivers a Sustainability Grid Notice to the Administrative Agent indicating that the Sustainability Metric Percentage for the preceding fiscal year has been satisfied. Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Target or any Sustainability Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy thereof.

“Sustainability Baseline” as of any determination date shall mean the Sustainability Metric for the Sustainability Metric Base Year, as such amount shall be adjusted to reflect dispositions or acquisitions of Properties or assets by the Borrower or any of its Subsidiaries, since the Sustainability Metric Base Year, in accordance with GHG Protocol Corporate Reporting and Accounting Standard. As of the Second Amendment Effective Date, the Sustainability Baseline is 8,422.97 tonnes CO2e.

“Sustainability Metric” means for any fiscal year of the Borrower, (a) the total Direct (Scope 1) & Energy Direct (Scope 2) Greenhouse Gas Emissions (“GHG Emissions”), measured in metric tons CO2 (carbon dioxide) equivalent (“CO2e”), of the Borrower and its Subsidiaries during such fiscal year (determined and calculated according to the GHG Protocol Corporate Reporting and Accounting Standard using the Control Approach for defining relevant emissions sources) minus (b) qualified emissions offsets (such as renewable energy certificates (RECs)) of the Borrower and its Subsidiaries during such fiscal year (including any such offsets in which the Borrower or any of its Subsidiaries has an interest including as a result of purchasing environmental attributes of projects other than those owned directly by the Borrower or any of its Subsidiaries), GHG Emissions will be quantified after the end of each fiscal year based on invoice data..

“Sustainability Metric Base Year” means the calendar year ended on December 31, 2019.

“Sustainability Metric Target” means, with respect to any fiscal year of the Borrower, the Sustainability Metric, specified in the table below for the corresponding fiscal year specified below:

Reporting Year	Sustainability Metric Target
2021	99% of the Sustainability Baseline
2022	98% of the Sustainability Baseline
2023	97% of the Sustainability Baseline
2024	96% of the Sustainability Baseline
2025 and thereafter	95% of the Sustainability Baseline

EXHIBIT E

FORM OF SUBSIDIARY GUARANTY

SUBSIDIARY GUARANTY

This Subsidiary Guaranty (this “Guaranty”) is made as of ________________, by the parties identified in the signature pages thereto, and any Joinder to Guaranty hereafter delivered (collectively, the “Subsidiary Guarantors”), to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Term Loan Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).

RECITALS

A.     Retail Properties of America, Inc., a corporation organized under the laws of the State of Maryland (“Borrower”), and Subsidiary Guarantors have requested that the Lenders make a term loan credit facility, consisting of two separate tranches, available to Borrower in an aggregate principal amount of $270,000,000, subject to possible future increase to an aggregate of $500,000,000 (the “Facility”).

B.     The Lenders have agreed to make available the Facility to Borrower pursuant to the terms and conditions set forth in a Term Loan Agreement, dated as of July 17, 2019 among Borrower, KeyBank, individually, and as Administrative Agent, and the Lenders named therein (as amended, modified, supplemented, restated, or renewed, from time to time, the “Term Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Term Loan Agreement.

C.     Borrower has executed and delivered or will execute and deliver to the Lenders promissory notes in the principal amount of each Lender’s Loans, as applicable, as evidence, in addition to the Term Loan Agreement, of Borrower’s indebtedness to each such Lender with respect to the Facility (the promissory notes described above, together with any amendments or allonges thereto, or restatements, replacements or renewals thereof, and/or new promissory notes to new Lenders under the Term Loan Agreement, are collectively referred to herein as the “Notes”).

D.     Subsidiary Guarantors are Wholly-Owned Subsidiaries of Borrower. Subsidiary Guarantors acknowledge that the extension of credit by the Administrative Agent and the Lenders to Borrower pursuant to the Term Loan Agreement will benefit Subsidiary Guarantors by making funds available to Subsidiary Guarantors through Borrower and by enhancing the financial strength of the consolidated group of which Subsidiary Guarantors and Borrower are members. The execution and delivery of this Guaranty by Subsidiary Guarantors are conditions precedent to the performance by the Lenders of their obligations under the Term Loan Agreement.

AGREEMENTS

NOW, THEREFORE, Subsidiary Guarantors, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and valuable consideration, hereby agree as follows:

1.     Subsidiary Guarantors absolutely, unconditionally, and irrevocably guaranty to each of the Lenders:

(a)     the full and prompt payment of the principal of and interest on the Obligations (as defined in the Term Loan Agreement) when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, and the prompt payment of all sums which may now be or may hereafter become due and owing under the Notes, the Term Loan Agreement, and the other Loan Documents;

(b)     the payment of all Enforcement Costs (as hereinafter defined in Paragraph 7 hereof); and

(c)     the full, complete, and punctual observance, performance, and satisfaction of all of the obligations, duties, covenants, and agreements of Borrower under the Term Loan Agreement and the Loan Documents.

All amounts due, debts, liabilities, and payment obligations described in subparagraphs (a) and (b) of this Paragraph 1 are referred to herein as the “Facility Indebtedness.” All obligations described in subparagraph (c) of this Paragraph 1 are referred to herein as the “Obligations.” Subsidiary Guarantors and Lenders agree that Subsidiary Guarantors’ obligations hereunder shall not exceed the greater of: (i) the aggregate amount of all monies received, directly or indirectly, by Subsidiary Guarantors from Borrower after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount of the Facility Indebtedness not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (the “Bankruptcy Code”). To that end, to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if Subsidiary Guarantors are not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, each Subsidiary Guarantor’s obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, as such terms are determined, and at the time such obligations are deemed to have been incurred, under the Bankruptcy Code. In the event a Subsidiary Guarantor shall make any payment or payments under this Guaranty, each other Subsidiary Guarantor of the Facility Indebtedness shall contribute to such Subsidiary Guarantor an amount equal to such nonpaying Subsidiary Guarantor’s pro rata share (based on their respective maximum liabilities hereunder) of such payment or payments made by such Subsidiary Guarantor, provided that such contribution right shall be subordinate and junior in right of payment in full of all the Facility Indebtedness to Lenders. Subsidiary Guarantors and Lenders further agree that Subsidiary Guarantors’ obligations hereunder with regard to the Facility Obligations shall be determined in accordance with the terms hereof and Subsidiary Guarantors’ obligations hereunder are not intended to be determined by or subject to the definition of “Guarantee Obligations” in the Term Loan Agreement.

2.     In the event of any default by Borrower in making payment of the Facility Indebtedness, or in performance of the Obligations, as aforesaid, in each case beyond the expiration of any applicable grace period, Subsidiary Guarantors agree, on demand by the Administrative Agent or the holder of a Note, to pay all the Facility Indebtedness and to perform all the Obligations as are then or thereafter become due and owing or are to be performed under the terms of the Notes, the Term Loan Agreement, and the other Loan Documents.

3.     Subsidiary Guarantors do hereby waive (i) notice of acceptance of this Guaranty by the Administrative Agent and the Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (ii) any defense, right of set-off or other claim which Subsidiary Guarantors may have against Borrower or which Subsidiary Guarantors or Borrower may have against the Administrative Agent or the Lenders or the holder of a Note, (iii) presentment for payment, demand for payment (other than as provided for in Paragraph 2 above), notice of nonpayment (other than as provided for in Paragraph 2 above) or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Subsidiary Guarantors with liability, (iv) any failure by the Administrative Agent and the Lenders to inform Subsidiary Guarantors of any facts the Administrative Agent and the Lenders may now or hereafter know about Borrower, the Facility, or the transactions contemplated by the Term Loan Agreement, it being understood and agreed that the Administrative Agent and the Lenders have no duty so to inform and that Subsidiary Guarantors are fully responsible for being and remaining informed by Borrower of all circumstances bearing on the existence or creation, or the risk of nonpayment of the Facility Indebtedness or the risk of nonperformance of the Obligations, (v) any and all right to cause a marshalling of assets of Borrower or any other action by any court or governmental body with respect thereto, or to cause the Administrative Agent and the Lenders to proceed against any other security given to a Lender in connection with the Facility Indebtedness or the Obligations, (vi) any invalidity or unenforceability of the Facility Indebtedness, and (vii) any amendment or waiver of the Facility Indebtedness, including without limitation any of the actions described in Paragraph 4 below. Credit may be granted or continued from time to time by the Lenders to Borrower without notice to or authorization from Subsidiary Guarantors, regardless of the financial or other condition of Borrower at the time of any such grant or continuation. The Administrative Agent and the Lenders shall have no obligation to disclose or discuss with Subsidiary Guarantors the Lenders’ assessment of the financial condition of Borrower. Subsidiary Guarantors acknowledge that no representations of any kind whatsoever have been made by the Administrative Agent and the Lenders to Subsidiary Guarantors. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Administrative Agent and the Lenders except as expressly set forth in a writing duly signed and delivered om accordance with Section 8.2 of the Term Loan Agreement. Subsidiary Guarantors further agree that any exculpatory language contained in the Term Loan Agreement, the Notes, and the other Loan Documents shall in no event apply to this Guaranty, and will not prevent the Administrative Agent and the Lenders from proceeding against Subsidiary Guarantors to enforce this Guaranty.

4.     Subsidiary Guarantors further agree that Subsidiary Guarantors' liability as guarantor shall in no way be impaired by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of Subsidiary Guarantors of the time for payment of interest or principal under a Note or by any forbearance or delay in collecting interest or principal under a Note, or by any waiver by the Administrative Agent and the Lenders under the Term Loan Agreement, or any other Loan Documents, or by the Administrative Agent or the Lenders’ failure or election not to pursue any other remedies they may have against Borrower, or by any change or modification in a Note, the Term Loan Agreement, or any other Loan Documents, or by the acceptance by the Administrative Agent or the Lenders of any security or any increase, substitution or change therein, or by the release by the Administrative Agent and the Lenders of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Facility Indebtedness, even though a Lender might lawfully have elected to apply such payments to any part or all of the Facility Indebtedness, it being the intent hereof that Subsidiary Guarantors shall remain liable as principal for payment of the Facility Indebtedness and performance of the Obligations until all indebtedness has been paid in full and the other terms, covenants and conditions of the Term Loan Agreement, and other Loan Documents and this Guaranty have been performed, notwithstanding any act

or thing which might otherwise operate as a legal or equitable discharge of a surety. Subsidiary Guarantors further understand and agree that the Administrative Agent and the Lenders may at any time enter into agreements with Borrower to amend and modify a Note, the Term Loan Agreement or any of the other Loan Documents, or any other documents related thereto, and may waive or release any provision or provisions of a Note, the Term Loan Agreement, or any other Loan Document and, with reference to such instruments, may make and enter into any such agreement or agreements as the Administrative Agent, the Lenders and Borrower may deem proper and desirable, without in any manner impairing this Guaranty or any of the Administrative Agent and the Lenders’ rights hereunder or any of Subsidiary Guarantors’ obligations hereunder. Each of the Subsidiary Guarantors agrees not to assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates, officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facility, the actual or proposed use of the Loans, the Loan Documents or the transactions contemplated thereby.

5.     This is an absolute, unconditional, complete, present and continuing guaranty of
payment and performance and not of collection. Subsidiary Guarantors agree that its obligations hereunder shall be joint and several with any and all other guaranties given in connection with the Facility from time to time. Subsidiary Guarantors agree that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note, the Term Loan Agreement, or any of the other Loan Documents or by or resorting to any other guaranties, and Subsidiary Guarantors hereby waive the right to require the Administrative Agent and the Lenders to join Borrower in any action brought hereunder or to commence any action against or obtain any judgment against Borrower or to pursue any other remedy or enforce any other right. Subsidiary Guarantors further agree that nothing contained herein or otherwise shall prevent the Administrative Agent and the Lenders from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note, the Term Loan Agreement or any other Loan Documents, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Subsidiary Guarantors’ obligations hereunder, it being the purpose and intent of Subsidiary Guarantors that the obligations of such Subsidiary Guarantors hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. Neither Subsidiary Guarantors’ obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Borrower under a Note, the Term Loan Agreement or any other Loan Document or by reason of Borrower’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against Borrower. This Guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note, the Term Loan Agreement or any other Loan Document is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such Lender had not been made, regardless of whether such Lender contested the order requiring the return of such payment. The obligations of Subsidiary Guarantors pursuant to the preceding sentence shall survive any termination, cancellation, or release of this Guaranty.

6.     This Guaranty shall be assignable by a Lender to any assignee of all or a portion of such Lender’s rights under the Loan Documents.

7.     If: (i) this Guaranty, a Note, or any of the Loan Documents are placed in the hands of an attorney for collection or is collected through any legal proceeding; (ii) an attorney is retained to represent the Administrative Agent or any Lender in any bankruptcy, reorganization, receivership, or other

proceedings affecting creditors’ rights and involving a claim under this Guaranty, a Note, the Term Loan Agreement, or any Loan Document; (iii) an attorney is retained to enforce any of the other Loan Documents or to provide advice or other representation with respect to the Loan Documents in connection with an enforcement action or potential enforcement action; or (iv) an attorney is retained to represent the Administrative Agent or any Lender in any other legal proceedings whatsoever in connection with this Guaranty, a Note, the Term Loan Agreement, any of the Loan Documents, or any property subject thereto (other than any action or proceeding brought by any Lender or participant against the Administrative Agent alleging a breach by the Administrative Agent of its duties under the Loan Documents), then Subsidiary Guarantors shall pay to the Administrative Agent or such Lender upon demand all reasonable attorney’s fees, costs and expenses, including, without limitation, court costs, filing fees and all other costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder.

8.     The parties hereto intend that each provision in this Guaranty comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of the Administrative Agent and the Lender or the holder of a Note under the remainder of this Guaranty shall continue in full force and effect.

9.     Any indebtedness of Borrower to Subsidiary Guarantors now or hereafter existing is hereby subordinated to the Facility Indebtedness. Subsidiary Guarantors will not seek, accept, or retain for Subsidiary Guarantors’ own account, any payment from Borrower on account of such subordinated debt at any time when a Default exists under the Term Loan Agreement or the Loan Documents, and any such payments to Subsidiary Guarantors made while any Default then exists under the Term Loan Agreement or the Loan Documents on account of such subordinated debt shall be collected and received by Subsidiary Guarantors in trust for the Lenders and shall be paid over to the Administrative Agent on behalf of the Lenders on account of the Facility Indebtedness without impairing or releasing the obligations of Subsidiary Guarantors hereunder.

10.     Subsidiary Guarantors hereby subordinate to the Facility Indebtedness any and all claims and rights, including, without limitation, subrogation rights, contribution rights, reimbursement rights and set-off rights, which Subsidiary Guarantors may have against Borrower arising from a payment made by Subsidiary Guarantors under this Guaranty and agree that, until the entire Facility Indebtedness is paid in full, not to assert or take advantage of any subrogation rights of Subsidiary Guarantors or the Lenders or any right of Subsidiary Guarantors or the Lenders to proceed against (i) Borrower for reimbursement, or (ii) any other guarantor or any collateral security or guaranty or right of offset held by the Lenders for the payment of the Facility Indebtedness and performance of the Obligations, nor shall Subsidiary Guarantors seek or be entitled to seek any contribution or reimbursement from Borrower or any other guarantor in respect of payments made by Subsidiary Guarantors hereunder. It is expressly understood that the agreements of Subsidiary Guarantors set forth above constitute additional and cumulative benefits given to the Lenders for their security and as an inducement for their extension of credit to Borrower.

11.     The Subsidiary Guarantors hereby agree as among themselves that, if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Subsidiary Guarantor shall have a right of contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Subsidiary Guarantor under this Paragraph shall be subordinate and subject in right of payment to the Obligations until the entire Facility Indebtedness is paid in full, and none of the Subsidiary Guarantors shall exercise any right or remedy under this Paragraph against any other Subsidiary Guarantor until the entire Facility Indebtedness is paid in full. Subject to the immediately preceding Paragraph 10, this Paragraph shall not be deemed to affect any claims or rights, including, without limitation, subrogation rights, contribution rights, reimbursement rights and set-off rights, that any Subsidiary Guarantor may have under applicable law against the Borrower in respect of any payment of the Facility Indebtedness or the Obligations. Notwithstanding the foregoing, all rights of contribution against any Subsidiary Guarantor shall terminate from and after such time, if ever, that such Subsidiary Guarantor shall cease to be a Subsidiary Guarantor in accordance with Section 6.26 of the Term Loan Agreement. For purposes of this Paragraph, the following terms have the indicated meanings:

    (a)    “Contribution Share” means, for any Subsidiary Guarantor in respect of any Excess Payment made by any other Subsidiary Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and the Subsidiary Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Subsidiary Guarantors) of the Borrower and the Subsidiary Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Subsidiary Guarantors in respect of any Excess Payment, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Subsidiary Guarantor on the date of such Excess Payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Subsidiary Guarantor in connection with such Excess Payment.

    (b)    “Excess Payment” means the amount paid by any Subsidiary Guarantor in excess of its Ratable Share (as defined below) of the Facility Indebtedness.

    (c)    “Ratable Share” means, for any Subsidiary Guarantor in respect of any payment of the Facility Indebtedness, the ratio (expressed as a percentage) as of the date of such payment of the Facility Indebtedness of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Subsidiary Guarantors hereunder) of the Borrower and the Subsidiary Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Subsidiary Guarantors in respect of any payment of the Facility Indebtedness, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such payment shall be deemed to have been a Subsidiary Guarantor on the date of such payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Guarantor in connection with such payment.

12.     Any amounts received by a Lender from any source on account of any indebtedness may be applied by such Lender toward the payment of such indebtedness, and in such order of application, as a Lender may from time to time elect.

13.     Subsidiary Guarantors hereby submit to personal jurisdiction in the State of Illinois for the enforcement of this Guaranty and waive any and all personal rights to object to such jurisdiction for the purposes of litigation to enforce this Guaranty. Subsidiary Guarantors hereby consent to the jurisdiction of either the Circuit Court of Cook County, Illinois, or the United States District Court for the Northern District of Illinois, in any action, suit, or proceeding which the Administrative Agent or a Lender may at any time wish to file in connection with this Guaranty or any related matter. Subsidiary Guarantors hereby agree that an action, suit, or proceeding to enforce this Guaranty may be brought in any state or federal court in the State of Illinois and hereby waives any objection which Subsidiary Guarantors may have to the laying of the venue of any such action, suit, or proceeding in any such court; provided, however, that the provisions of this Paragraph shall not be deemed to preclude the Administrative Agent or a Lender from filing any such action, suit, or proceeding in any other appropriate forum.

14.     All notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall be in writing or by facsimile and addressed or delivered to such party at its address set forth below or at such other address as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted. Notice may be given as follows:

To Subsidiary Guarantors:

c/o Retail Properties of America, Inc.

2021 Spring Road, Suite 200

Oak Brook, Illinois 60523

Attention: Julie M. Swinehart

Telephone: 630-634-4225

Facsimile: 630-568-5491

With a copy to:

Retail Properties of America, Inc.

2021 Spring Road, Suite 200

Oak Brook, Illinois 60523

Attention: Joel G. Meyers

Telephone: 630-634-4196

Facsimile: 630-282-7465

If to the Administrative Agent or any Lender, to its address set forth in the Term Loan Agreement.

15.     This Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Subsidiary Guarantors and shall inure to the benefit of the Administrative Agent and the Lenders’ successors and assigns.

16.     This Guaranty shall be construed and enforced under the internal laws of the State of Illinois.

17.     SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

18.     Neither the execution and delivery by the Subsidiary Guarantors of this Guaranty, nor the consummation of the transactions contemplated by the Term Loan Agreement, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any of the Subsidiary Guarantors or their respective articles of organization, articles of formation, certificates of trust, limited partnership certificates, operating agreements, trust agreements, or limited partnership agreements, or the provisions of any indenture, instrument or agreement to which any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien (other the Liens created pursuant to the Term Loan Agreement) in, of or on the Property of such Subsidiary Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.

19.     From time to time, additional parties may execute a joinder substantially in the form of Exhibit A hereto, and thereby become a party to this Guaranty. From and after delivery of such joinder, the Subsidiary delivering such joinder shall be a Subsidiary Guarantor, and be bound by all of the terms and provisions of this Guaranty. From time to time, certain Subsidiary Guarantors shall be released from their obligations under this Guaranty upon satisfaction of the conditions to such release established pursuant to Section 6.26 of the Term Loan Agreement.

20.    Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the Borrower and each other Subsidiary Guarantor to honor all of its obligations under this Guaranty in respect of Related Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified ECP Guarantor” means, in respect of any Related Swap Obligation, each of the Borrower and any Subsidiary Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Related

Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(Remainder of page intentionally left blank.)

IN WITNESS WHEREOF, Subsidiary Guarantors have delivered this Subsidiary Guaranty as of the date first written above.

[GUARANTOR]

By:

Name:

Title:

EXHIBIT H

FORM OF SUSTAINABILITY GRID NOTICE

__________ ___, 20__

Date:_______________

KeyBank National Association, as Administrative Agent

KeyBank Real Estate Capital

1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Attention: Nathan Weyer

Ladies and Gentlemen:

Re:    Term Loan Agreement dated as of July 17, 2019 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) between RETAIL PROPERTIES OF AMERICA, INC. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and the other lenders parties thereto from time to time (“Lenders”), and the Lenders.

Reference is made to the Agreement. Capitalized terms used in this Sustainability Grid Notice (including schedules and other attachments hereto, this “Notice”) without definition have the meanings specified in the Agreement.

    Pursuant to the terms of the Agreement, the undersigned hereby certifies, in such person’s corporate and not individual capacity, to the Administrative Agent that:

    The Borrower hereby certifies the following for the fiscal year ending December 31, 20[__] (the “Reference Year”):

1.The Sustainability Baseline for the Sustainability Metric Base year is [_____].

2.The Sustainability Metric for the Reference Period is [___].

3.The Sustainability Metric Target for the Reference Year is: Sustainability Baseline multiplied by [__]%= [__________].

4.Is the amount set forth in clause 2 less than the amount calculated in clause 3? [__] yes; [__] no.

As such, the undersigned herby certifies that the Sustainability Metric Target was satisfied for the Reference year. Borrower [is] [is not] Sustainability Metric Compliant as of the Measurement Date.

[Signature on Following Page]

IN WITNESS WHEREOF, this Certificate is executed by the undersigned this ___ day of __________, 20__.

RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation

By:

Print Name:

Title:

EX-10.3

Exhibit 10.3

RETAIL PROPERTIES OF AMERICA, INC.

2021 Spring Road, Suite 200

Oak Brook, IL 60523

July 18, 2021

VIA EMAIL

Steven P. Grimes

Re: Retention Agreement Amendment and Other Compensation Matters

Dear Steven:

You have previously entered into a Retention Agreement with Retail Properties of America, Inc. (the “Company”), dated as of July 29, 2019 (the “Retention Agreement”), and certain Performance Restricted Stock Unit Agreements, dated effective as of January 4, 2019, January 4, 2020 and January 4, 2021, with the Company under and pursuant to the Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan (“PSU Award Agreements”). Capitalized terms not defined herein are as defined in the Retention Agreement.

By signing this letter, you acknowledge that notwithstanding anything to the contrary in the Retention Agreement and the PSU Award Agreements, and subject to the consummation of the transactions contemplated by that certain Agreement and Plan of Merger by and among by and among Kite Realty Group Trust, the Company and certain other parties dated as of the date hereof (the “Merger” and such agreement, the “Merger Agreement”),

•The consummation of the Merger shall constitute a “Change in Control” for purposes of (i) the Retention Agreement and (ii) the Performance-Based Equity Awards with respect to which the performance period had not ended as of July 18, 2021 (which consists of Performance-Based Equity Awards granted in 2019, 2020 and 2021 pursuant to the PSU Award Agreements) (the “Applicable Performance-Based Equity Awards”).

•In the event of your Involuntary Termination in connection with a Change in Control or during a Change in Control Period, in either case that occurs in the 2021 calendar year, with respect to your cash severance, clause (i)(y) of the first sentence of Section 3(b) of the Retention Agreement shall be deleted in its entirety and be replaced with “an amount equal to 200% of Executive’s target annual cash bonus opportunity for the 2021 calendar year” and clause (iii) of the first sentence of Section 3(b) shall be deleted in its entirety.

•With respect to your Performance-Based Equity Awards,

◦Section 3(c)(iii) of the Retention Agreement shall be deleted in its entirety and replaced with “In the event that Executive’s Involuntary Termination occurs in connection with a Change in Control or during a Change in Control Period, all of the vesting conditions applicable to the Performance-Based Equity Awards that

are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied.”

◦Section 5 of the Retention Agreement shall be deleted in its entirety. The portion of each Applicable Performance-Based Equity Award that will be earned based upon the achievement of the Performance-Based Conditions will be 153% of the Target Award Units (as defined in the PSU Award Agreement for such Performance-Based Equity Award), and, notwithstanding Section 3(c)(iii) of the Retention Agreement, all of the vesting conditions applicable to the Performance- Based Equity Awards that are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied as of the Change in Control. For the avoidance of doubt, if the Merger does not occur until 2022, your Performance-Based Equity Awards with a performance period ending December 31, 2021, shall be deemed earned at 153% regardless of actual performance during the applicable performance period. The foregoing provisions are hereby deemed to be a part of each PSU Award Agreement to which Executive is a party and to supersede any contrary provision in any such agreement.

◦Any dividend equivalent rights payable with respect to the Applicable Performance-Based Equity Awards (i.e., the right to receive additional shares of Company common stock attributable to the Dividend Value (as defined in each applicable PSU Award Agreement for such Performance-Based Equity Award)) shall be paid in cash based on the Dividend Value, pursuant to the terms of the Merger Agreement, and not in shares of Company common stock.

•You shall be entitled to an annual cash bonus for the 2021 calendar year equal to 200% of your 2021 target annual cash bonus, payable in a one-time lump sum cash payment on or within 30 days following the closing of the Merger (the “Closing”), subject to your continued employment with the Company until the Closing.

This letter is entered into and governed by the laws of the State of Illinois. This letter may not be changed except in a writing signed both by you and a duly authorized representative of the Company (other than yourself). If any term of this letter is held to be invalid, void or unenforceable, the remainder of this letter will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. Nothing contained in this letter will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law. This letter contains the entire agreement between you and the Company or any affiliate of the Company with respect to its subject matter. All prior agreements, understandings, representations, oral agreements and writings with respect to the subject matter set forth in this letter are expressly superseded hereby and are of no further force and effect, and you expressly agree that you are not relying on any representations that are not contained in this letter.

This letter is not intended to, nor does it, confer any right or entitlement to continued employment or other service relationship with the Company or any of its affiliates, and nothing herein prohibits you, the Company or any of its affiliates from terminating your employment or other service relationship at any time for any reason.

This letter inures to the benefit of you (and your successors, executors, administrators and heirs) and to the benefit of the Company and its subsidiaries, parents, affiliates, investors, branches and related entities, and their successors and assigns.

This letter may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile, electronic or pdf copy will have the same force and effect as execution of an original, and a facsimile, electronic or pdf signature will be deemed an original and valid signature.

In the event that the Merger is not consummated or the Merger Agreement is otherwise terminated, this letter shall be void ab initio and of no further force and effect, and you shall not be entitled to receive the benefits herein.

Very truly yours,
Retail Properties of America, Inc.
/s/ ANN M. SHARP HULT
Name:	Ann M. Sharp Hult
Title:	Vice President and Secretary

By signing this letter, I acknowledge that I have had the opportunity to review this letter carefully, that I understand the terms of the letter, and that I voluntarily agree to them.

/s/ STEVEN P. GRIMES

Steven P. Grimes

7/18/2021

Date

EX-10.4

Exhibit 10.4

RETAIL PROPERTIES OF AMERICA, INC.

2021 Spring Road, Suite 200

Oak Brook, IL 60523

July 18, 2021

VIA EMAIL

Shane C. Garrison

Re: Retention Agreement Amendment and Other Compensation Matters

Dear Shane:

You have previously entered into a Retention Agreement with Retail Properties of America, Inc. (the “Company”), dated as of July 29, 2019 (the “Retention Agreement”), and certain Performance Restricted Stock Unit Agreements, dated effective as of January 4, 2019, January 4, 2020 and January 4, 2021, with the Company under and pursuant to the Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan (“PSU Award Agreements”). Capitalized terms not defined herein are as defined in the Retention Agreement.

By signing this letter, you acknowledge that notwithstanding anything to the contrary in the Retention Agreement and the PSU Award Agreements, and subject to the consummation of the transactions contemplated by that certain Agreement and Plan of Merger by and among by and among Kite Realty Group Trust, the Company and certain other parties dated as of the date hereof (the “Merger” and such agreement, the “Merger Agreement”),

•The consummation of the Merger shall constitute a “Change in Control” for purposes of (i) the Retention Agreement and (ii) the Performance-Based Equity Awards with respect to which the performance period had not ended as of July 18, 2021 (which consists of Performance-Based Equity Awards granted in 2019, 2020 and 2021 pursuant to the PSU Award Agreements) (the “Applicable Performance-Based Equity Awards”).

•In the event of your Involuntary Termination in connection with a Change in Control or during a Change in Control Period, in either case that occurs in the 2021 calendar year, with respect to your cash severance, clause (i)(y) of the first sentence of Section 3(b) of the Retention Agreement shall be deleted in its entirety and be replaced with “an amount equal to 200% of Executive’s target annual cash bonus opportunity for the 2021 calendar year” and clause (iii) of the first sentence of Section 3(b) shall be deleted in its entirety.

•With respect to your Performance-Based Equity Awards,

◦Section 3(c)(iii) of the Retention Agreement shall be deleted in its entirety and replaced with “In the event that Executive’s Involuntary Termination occurs in connection with a Change in Control or during a Change in Control Period, all of the vesting conditions applicable to the Performance-Based Equity Awards that

are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied.”

◦Section 5 of the Retention Agreement shall be deleted in its entirety. The portion of each Applicable Performance-Based Equity Award that will be earned based upon the achievement of the Performance-Based Conditions will be 153% of the Target Award Units (as defined in the PSU Award Agreement for such Performance-Based Equity Award), and, notwithstanding Section 3(c)(iii) of the Retention Agreement, all of the vesting conditions applicable to the Performance- Based Equity Awards that are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied as of the Change in Control. For the avoidance of doubt, if the Merger does not occur until 2022, your Performance-Based Equity Awards with a performance period ending December 31, 2021, shall be deemed earned at 153% regardless of actual performance during the applicable performance period. The foregoing provisions are hereby deemed to be a part of each PSU Award Agreement to which Executive is a party and to supersede any contrary provision in any such agreement.

◦Any dividend equivalent rights payable with respect to the Applicable Performance-Based Equity Awards (i.e., the right to receive additional shares of Company common stock attributable to the Dividend Value (as defined in each applicable PSU Award Agreement for such Performance-Based Equity Award)) shall be paid in cash based on the Dividend Value, pursuant to the terms of the Merger Agreement, and not in shares of Company common stock.

•You shall be entitled to an annual cash bonus for the 2021 calendar year equal to 200% of your 2021 target annual cash bonus, payable in a one-time lump sum cash payment on or within 30 days following the closing of the Merger (the “Closing”), subject to your continued employment with the Company until the Closing.

This letter is entered into and governed by the laws of the State of Illinois. This letter may not be changed except in a writing signed both by you and a duly authorized representative of the Company (other than yourself). If any term of this letter is held to be invalid, void or unenforceable, the remainder of this letter will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. Nothing contained in this letter will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law. This letter contains the entire agreement between you and the Company or any affiliate of the Company with respect to its subject matter. All prior agreements, understandings, representations, oral agreements and writings with respect to the subject matter set forth in this letter are expressly superseded hereby and are of no further force and effect, and you expressly agree that you are not relying on any representations that are not contained in this letter.

This letter is not intended to, nor does it, confer any right or entitlement to continued employment or other service relationship with the Company or any of its affiliates, and nothing herein prohibits you, the Company or any of its affiliates from terminating your employment or other service relationship at any time for any reason.

This letter inures to the benefit of you (and your successors, executors, administrators and heirs) and to the benefit of the Company and its subsidiaries, parents, affiliates, investors, branches and related entities, and their successors and assigns.

This letter may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile, electronic or pdf copy will have the same force and effect as execution of an original, and a facsimile, electronic or pdf signature will be deemed an original and valid signature.

In the event that the Merger is not consummated or the Merger Agreement is otherwise terminated, this letter shall be void ab initio and of no further force and effect, and you shall not be entitled to receive the benefits herein.

Very truly yours,
Retail Properties of America, Inc.
/s/ STEVEN P. GRIMES
Name:	Steven P. Grimes
Title:	Chief Executive Officer

By signing this letter, I acknowledge that I have had the opportunity to review this letter carefully, that I understand the terms of the letter, and that I voluntarily agree to them.

/s/ SHANE C. GARRISON

Shane C. Garrison

7/18/2021

Date

EX-10.5

Exhibit 10.5

RETAIL PROPERTIES OF AMERICA, INC.

2021 Spring Road, Suite 200

Oak Brook, IL 60523

July 18, 2021

VIA EMAIL

Julie M. Swinehart

Re: Retention Agreement Amendment and Other Compensation Matters

Dear Julie:

You have previously entered into a Retention Agreement with Retail Properties of America, Inc. (the “Company”), dated as of July 30, 2018 (the “Retention Agreement”), and certain Performance Restricted Stock Unit Agreements, dated effective as of January 4, 2019, January 4, 2020 and January 4, 2021, with the Company under and pursuant to the Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan (“PSU Award Agreements”). Capitalized terms not defined herein are as defined in the Retention Agreement.

By signing this letter, you acknowledge that notwithstanding anything to the contrary in the Retention Agreement and the PSU Award Agreements, and subject to the consummation of the transactions contemplated by that certain Agreement and Plan of Merger by and among Kite Realty Group Trust, the Company and certain other parties dated as of the date hereof (the “Merger” and such agreement, the “Merger Agreement”),

•The consummation of the Merger shall constitute a “Change in Control” for purposes of(i) the Retention Agreement and (ii) the Performance-Based Equity Awards with respect to which the performance period had not ended as of July 18, 2021 (which consists of Performance-Based Equity Awards granted in 2019, 2020 and 2021 pursuant to the PSU Award Agreements) (the “Applicable Performance-Based Equity Awards”).

•In the event of your Involuntary Termination in connection with a Change in Control or during a Change in Control Period, in either case that occurs in the 2021 calendar year, with respect to your cash severance, clause (i)(y) of the first sentence of Section 3(b) of the Retention Agreement shall be deleted in its entirety and be replaced with “an amount equal to 200% of Executive’s target annual cash bonus opportunity for the 2021 calendar year” and clause (iii) of the first sentence of Section 3(b) shall be deleted in its entirety.

•With respect to your Performance-Based Equity Awards,

◦Section 3(c)(iii) of the Retention Agreement shall be deleted in its entirety and replaced with “In the event that Executive’s Involuntary Termination occurs in connection with a Change in Control or during a Change in Control Period, all of the vesting conditions applicable to the Performance-Based Equity Awards that

are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied.”

◦Section 5 of the Retention Agreement shall be deleted in its entirety. The portion of each Applicable Performance-Based Equity Award that will be earned based upon the achievement of the Performance-Based Conditions will be 153% of the Target Award Units (as defined in the PSU Award Agreement for such Performance-Based Equity Award), and, notwithstanding Section 3(c)(iii) of the Retention Agreement, all of the vesting conditions applicable to the Performance- Based Equity Awards that are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied as of the Change in Control. For the avoidance of doubt, if the Merger does not occur until 2022, your Performance-Based Equity Awards with a performance period ending December 31, 2021, shall be deemed earned at 153% regardless of actual performance during the applicable performance period. The foregoing provisions are hereby deemed to be a part of each PSU Award Agreement to which Executive is a party and to supersede any contrary provision in any such agreement.

◦Any dividend equivalent rights payable with respect to the Applicable Performance-Based Equity Awards (i.e., the right to receive additional shares of Company common stock attributable to the Dividend Value (as defined in each applicable PSU Award Agreement for such Performance-Based Equity Award)) shall be paid in cash based on the Dividend Value, pursuant to the terms of the Merger Agreement, and not in shares of Company common stock.

•You shall be entitled to an annual cash bonus for the 2021 calendar year equal to 200% of your 2021 target annual cash bonus, payable in a one-time lump sum cash payment on or within 30 days following the closing of the Merger (the “Closing”), subject to your continued employment with the Company until the Closing.

This letter is entered into and governed by the laws of the State of Illinois. This letter may not be changed except in a writing signed both by you and a duly authorized representative of the Company (other than yourself). If any term of this letter is held to be invalid, void or unenforceable, the remainder of this letter will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. Nothing contained in this letter will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law. This letter contains the entire agreement between you and the Company or any affiliate of the Company with respect to its subject matter. All prior agreements, understandings, representations, oral agreements and writings with respect to the subject matter set forth in this letter are expressly superseded hereby and are of no further force and effect, and you expressly agree that you are not relying on any representations that are not contained in this letter.

This letter is not intended to, nor does it, confer any right or entitlement to continued employment or other service relationship with the Company or any of its affiliates, and nothing herein prohibits you, the Company or any of its affiliates from terminating your employment or other service relationship at any time for any reason.

This letter inures to the benefit of you (and your successors, executors, administrators and heirs) and to the benefit of the Company and its subsidiaries, parents, affiliates, investors, branches and related entities, and their successors and assigns.

This letter may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile, electronic or pdf copy will have the same force and effect as execution of an original, and a facsimile, electronic or pdf signature will be deemed an original and valid signature.

In the event that the Merger is not consummated or the Merger Agreement is otherwise terminated, this letter shall be void ab initio and of no further force and effect, and you shall not be entitled to receive the benefits herein.

Very truly yours,
Retail Properties of America, Inc.
/s/ STEVEN P. GRIMES
Name:	Steven P. Grimes
Title:	Chief Executive Officer

By signing this letter, I acknowledge that I have had the opportunity to review this letter carefully, that I understand the terms of the letter, and that I voluntarily agree to them.

/s/ JULIE M. SWINEHART

Julie M. Swinehart

7/18/2021

Date

EX-31.1

Exhibit 31.1 

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven P. Grimes, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Retail Properties of America, 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(s) 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(s) 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.

By:	/s/ STEVEN P. GRIMES
	Steven P. Grimes
	Chief Executive Officer
Date:	August 4, 2021

EX-31.2

Exhibit 31.2 

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Julie M. Swinehart, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Retail Properties of America, 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(s) 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(s) 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.

By:	/s/ JULIE M. SWINEHART
	Julie M. Swinehart
	Executive Vice President,
	Chief Financial Officer and Treasurer
Date:	August 4, 2021

EX-32.1

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 Quarterly Report on Form 10-Q of Retail Properties of America, Inc. (the “Company”) for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Steven P. Grimes as Chief Executive Officer of the Company and Julie M. Swinehart as Executive Vice President, Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ STEVEN P. GRIMES
	Steven P. Grimes
	Chief Executive Officer
Date:	August 4, 2021
By:	/s/ JULIE M. SWINEHART
	Julie M. Swinehart
	Executive Vice President,
	Chief Financial Officer and Treasurer
Date:	August 4, 2021

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Jul. 30, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-35481
Entity Registrant Name	RETAIL PROPERTIES OF AMERICA, INC.
Entity Central Index Key	0001222840
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	42-1579325
Entity Address, Address Line One	2021 Spring Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	634-4200
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	RPAI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		214,797,869

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Investment properties:
Land	$ 1,073,449	$ 1,075,037
Building and other improvements	3,610,901	3,590,495
Developments in progress	182,979	188,556
Gross investment properties	4,867,329	4,854,088
Less: accumulated depreciation	(1,572,604)	(1,514,440)
Net investment properties (includes $93,186 and $74,314 from consolidated variable interest entities, respectively)	3,294,725	3,339,648
Cash and cash equivalents	67,245	41,785
Accounts receivable, net	69,494	73,983
Acquired lease intangible assets, net	60,666	66,799
Right-of-use lease assets	41,855	42,768
Assets associated with investment properties held for sale	13,800	0
Other assets, net (includes $647 and $354 from consolidated variable interest entities, respectively)	67,973	72,220
Total assets	3,615,758	3,637,203
Liabilities:
Mortgages payable, net	90,374	91,514
Unsecured notes payable, net	1,187,044	1,186,000
Unsecured term loans, net	467,895	467,559
Unsecured revolving line of credit	0	0
Accounts payable and accrued expenses	64,912	78,692
Distributions payable	16,110	12,855
Acquired lease intangible liabilities, net	58,687	61,698
Lease liabilities	84,095	84,628
Liabilities associated with investment properties held for sale	526	0
Other liabilities (includes $3,103 and $3,890 from consolidated variable interest entities, respectively)	62,854	72,127
Total liabilities	2,032,497	2,055,073
Commitments and contingencies (Note 13)
Equity:
Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding	0	0
Class A common stock	215	214
Additional paid-in capital	4,522,790	4,519,522
Accumulated distributions in excess of earnings	(2,921,415)	(2,910,383)
Accumulated other comprehensive loss	(22,827)	(31,730)
Total shareholders' equity	1,578,763	1,577,623
Noncontrolling interests	4,498	4,507
Total equity	1,583,261	1,582,130
Total liabilities and equity	$ 3,615,758	$ 3,637,203

XML

Condensed Consolidated Balance Sheets (parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Net investment properties (in dollars)	$ 3,294,725	$ 3,339,648
Other assets, net (in dollars)	67,973	72,220
Other liabilities (in dollars)	$ 62,854	$ 72,127
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
VIEs
Net investment properties (in dollars)	$ 93,186	$ 74,314
Other assets, net (in dollars)	647	354
Other liabilities (in dollars)	$ 3,103	$ 3,890
Class A common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	475,000	475,000
Common stock, shares issued	214,798	214,168
Common stock, shares outstanding	214,798	214,168

XML

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues:
Lease income	$ 121,239	$ 96,803	$ 240,619	$ 215,498
Expenses:
Operating expenses	17,180	14,843	35,245	31,257
Real estate taxes	17,799	17,916	36,733	36,449
Depreciation and amortization	41,815	43,755	89,682	83,928
Provision for impairment of investment properties	0	0	0	346
General and administrative expenses	10,374	8,491	21,492	17,656
Total expenses	87,168	85,005	183,152	169,636
Other (expense) income:
Interest expense	(18,776)	(19,360)	(37,528)	(36,406)
Gain on litigation settlement	0	0	0	6,100
Other income (expense), net	92	215	161	(546)
Net income (loss)	15,387	(7,347)	20,100	15,010
Net loss attributable to noncontrolling interests	9	0	9	0
Net income (loss) attributable to common shareholders	$ 15,396	$ (7,347)	$ 20,109	$ 15,010
Earnings (loss) per common share – basic and diluted:
Net income (loss) per common share attributable to common shareholders	$ 0.07	$ (0.04)	$ 0.09	$ 0.07
Net income (loss)	$ 15,387	$ (7,347)	$ 20,100	$ 15,010
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments (Note 8)	784	694	8,903	(26,888)
Comprehensive income (loss)	16,171	(6,653)	29,003	(11,878)
Comprehensive loss attributable to noncontrolling interests	9	0	9	0
Comprehensive income (loss) attributable to the Company	$ 16,180	$ (6,653)	$ 29,012	$ (11,878)
Weighted average number of common shares outstanding – basic	213,813	213,337	213,732	213,276
Weighted average number of common shares outstanding – diluted	214,069	213,337	214,209	213,276

XML

Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common stock Class A common stock	Additional paid-in capital	Accumulated distributions in excess of earnings	Accumulated other comprehensive (loss) income	Total shareholders' equity	Noncontrolling interests
Balance (in shares) at Dec. 31, 2019		213,600
Balance at Dec. 31, 2019	$ 1,636,073	$ 214	$ 4,510,484	$ (2,865,933)	$ (12,288)	$ 1,632,477	$ 3,596
Increase (decrease) in shareholders' equity [roll forward]
Net income (loss)	15,010			15,010		15,010
Other comprehensive income (loss)	(26,888)				(26,888)	(26,888)
Contributions from noncontrolling interests	2,339						2,339
Termination of consolidated joint ventures			2,217			2,217	(2,217)
Distributions declared to common shareholders	(35,464)			(35,464)		(35,464)
Issuance of common stock, net of offering costs (in shares)		148
Issuance of restricted shares (in shares)		624
Stock-based compensation expense	4,454		4,454			4,454
Shares withheld for employee taxes (in shares)		(119)
Shares withheld for employee taxes	(1,439)		(1,439)			(1,439)
Balance (in shares) at Jun. 30, 2020		214,253
Balance at Jun. 30, 2020	1,594,085	$ 214	4,515,716	(2,886,387)	(39,176)	1,590,367	3,718
Balance (in shares) at Mar. 31, 2020		214,122
Balance at Mar. 31, 2020	1,597,301	$ 214	4,512,939	(2,879,040)	(39,870)	1,594,243	3,058
Increase (decrease) in shareholders' equity [roll forward]
Net income (loss)	(7,347)			(7,347)		(7,347)
Other comprehensive income (loss)	694				694	694
Contributions from noncontrolling interests	1,216						1,216
Termination of consolidated joint ventures			556			556	(556)
Issuance of restricted shares (in shares)		131
Stock-based compensation expense	2,221		2,221			2,221
Balance (in shares) at Jun. 30, 2020		214,253
Balance at Jun. 30, 2020	1,594,085	$ 214	4,515,716	(2,886,387)	(39,176)	1,590,367	3,718
Balance (in shares) at Dec. 31, 2020		214,168
Balance at Dec. 31, 2020	1,582,130	$ 214	4,519,522	(2,910,383)	(31,730)	1,577,623	4,507
Increase (decrease) in shareholders' equity [roll forward]
Net income (loss)	20,100			20,109		20,109	(9)
Other comprehensive income (loss)	8,903				8,903	8,903
Distributions declared to common shareholders	(31,141)			(31,141)		(31,141)
Issuance of common stock, net of offering costs (in shares)		151
Issuance of common stock, net of offering costs	(249)		(249)			(249)
Issuance of restricted shares (in shares)		608
Issuance of restricted shares	1	$ 1				1
Stock-based compensation expense	4,776		4,776			4,776
Shares withheld for employee taxes (in shares)		(129)
Shares withheld for employee taxes	(1,259)		(1,259)			(1,259)
Balance (in shares) at Jun. 30, 2021		214,798
Balance at Jun. 30, 2021	1,583,261	$ 215	4,522,790	(2,921,415)	(22,827)	1,578,763	4,498
Balance (in shares) at Mar. 31, 2021		214,733
Balance at Mar. 31, 2021	1,581,477	$ 215	4,521,067	(2,920,701)	(23,611)	1,576,970	4,507
Increase (decrease) in shareholders' equity [roll forward]
Net income (loss)	15,387			15,396		15,396	(9)
Other comprehensive income (loss)	784				784	784
Distributions declared to common shareholders	(16,110)			(16,110)		(16,110)
Issuance of common stock, net of offering costs	(247)		(247)			(247)
Issuance of restricted shares (in shares)		65
Stock-based compensation expense	1,970		1,970			1,970
Balance (in shares) at Jun. 30, 2021		214,798
Balance at Jun. 30, 2021	$ 1,583,261	$ 215	$ 4,522,790	$ (2,921,415)	$ (22,827)	$ 1,578,763	$ 4,498

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Condensed Consolidated Statements of Equity (parenthetical) - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Distributions declared to common shareholders (in dollars per share)	$ 0.075	$ 0.145	$ 0.165625

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Cash flows from operating activities:
Net income	$ 15,387	$ (7,347)	$ 20,100	$ 15,010
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			89,682	83,928
Provision for impairment of investment properties	0	0	0	346	$ 2,279
Amortization of loan fees and debt discount, net			2,409	1,912
Amortization of stock-based compensation			4,776	4,454
Payment of leasing fees and inducements			(4,067)	(4,356)
Changes in accounts receivable, net			4,334	(17,670)
Changes in right-of-use lease assets			913	928
Changes in accounts payable and accrued expenses, net			(15,413)	(21,899)
Changes in lease liabilities			(533)	33
Changes in other operating assets and liabilities, net			6,616	2,696
Other, net			(2,471)	(957)
Net cash provided by operating activities			106,346	64,425
Cash flows from investing activities:
Purchase of investment properties			0	(54,970)
Capital expenditures and tenant improvements			(20,070)	(30,778)
Proceeds from sales of investment properties			0	11,369
Investment in developments in progress			(29,943)	(32,499)
Net cash used in investing activities			(50,013)	(106,878)
Cash flows from financing activities:
Principal payments on mortgages payable			(1,194)	(1,242)
Proceeds from unsecured revolving line of credit			7,000	937,704
Repayments of unsecured revolving line of credit			(7,000)	(820,704)
Payment of loan fees and deposits			(3)	(151)
Distributions paid			(27,886)	(70,851)
Other, net			(1,458)	900
Net cash (used in) provided by financing activities			(30,541)	45,656
Net increase in cash, cash equivalents and restricted cash			25,792	3,203
Cash, cash equivalents and restricted cash, at beginning of period			45,329	14,447	14,447
Cash, cash equivalents and restricted cash, at end of period	71,121	17,650	71,121	17,650	45,329
Supplemental cash flow disclosure, including non-cash activities:
Cash paid for interest, net of interest capitalized			36,237	34,234
Cash paid for amounts included in the measurement of operating lease liabilities			2,972	2,505
Distributions payable	16,110	0	16,110	0	12,855
Accrued capital expenditures and tenant improvements			4,577	8,938
Accrued leasing fees and inducements			2,523	1,127
Accrued redevelopment costs			1,937	2,531
Amounts reclassified to developments in progress			0	305
Developments in progress placed in service			36,053	0
Change in noncontrolling interest due to termination of joint ventures			0	2,217
Lease liabilities arising from obtaining right-of-use lease assets			0	383
Purchase of investment properties (after credits at closing):
Net investment properties			0	(58,760)
Right-of-use lease assets			0	5,999
Accounts receivable, acquired lease intangibles and other assets			0	(1,801)
Lease liabilities			0	(5,942)
Accounts payable, acquired lease intangibles and other liabilities			0	5,534
Purchase of investment properties (after credits at closing)			0	(54,970)
Proceeds from sales of investment properties:
Net investment properties			0	11,307
Accounts receivable, acquired lease intangibles and other assets			0	167
Accounts payable, acquired lease intangibles and other liabilities			0	(105)
Proceeds from sales of investment properties			0	11,369
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, at beginning of period			41,785	9,989	9,989
Restricted cash, at beginning of period (included within “Other assets, net”)			3,544	4,458	4,458
Cash, cash equivalents and restricted cash, at beginning of period			45,329	14,447	14,447
Cash and cash equivalents, at end of period	67,245	12,563	67,245	12,563	41,785
Restricted cash, at end of period (included within “Other assets, net”)	3,876	5,087	3,876	5,087	3,544
Cash, cash equivalents and restricted cash, at end of period	$ 71,121	$ 17,650	$ 71,121	$ 17,650	$ 45,329

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Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

ORGANIZATION AND BASIS OF PRESENTATION

Retail Properties of America, Inc. (the Company) was formed on March 5, 2003 and its primary purpose is to own and operate high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of June 30, 2021, the Company owned 100 retail operating properties in the United States.

On July 18, 2021, the Company entered into a definitive Agreement and Plan of Merger (Merger Agreement) with Kite Realty Group Trust (Kite) and KRG Oak, LLC, a wholly owned subsidiary of Kite (Merger Sub). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (Merger). At the effective time of the Merger (Effective Time), each share of Class A common stock of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional common shares of Kite. During the period from the date of the Merger Agreement until the completion of the Merger, the Company is subject to certain restrictions on its ability to engage with third parties regarding alternative acquisition proposals and on the conduct of the Company’s business.

The board of directors of the Company and the board of trustees of Kite each have unanimously approved the transaction. The closing of the Merger is expected to occur in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including the approval of both Kite’s and the Company’s shareholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to (i) the reserve for uncollectible lease income, (ii) provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), and (iii) initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates.

In accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 205, Presentation of Financial Statements, certain prior year balances in the accompanying condensed consolidated statements of cash flows have been reclassified in order to conform to the current period presentation. Specifically, for the six months ended June 30, 2020, the reserve for bad debt of $13,977 has been presented as a component of “Changes in accounts receivable, net” rather than the previous presentation where it was included as a single line item, “Reserve for bad debt” within “Cash flows from operating activities.” There has been no change to “Net cash provided by operating activities” for the six months ended June 30, 2020 as a result of this reclassification.

All dollar amounts and share amounts in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes thereto, are stated in thousands with the exception of per share, per square foot and per unit amounts.

The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts.

The Company’s property ownership as of June 30, 2021 is summarized below:

	Property Count
Retail operating properties (a)	100
Expansion and redevelopment projects:
Circle East	1
One Loudoun Downtown – Pads G & H (b)	—
Carillon	1
The Shoppes at Quarterfield	1
Total number of properties	103

(a)Excludes two retail operating properties classified as held for sale as of June 30, 2021.

(b)The operating portion of this property is included within the property count for retail operating properties.

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Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESRefer to the Company’s 2020 Annual Report on Form 10-K for a summary of its significant accounting policies. There have been no changes to the Company’s significant accounting policies in the six months ended June 30, 2021.

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Acquisitions and Developments in Progress

6 Months Ended

Jun. 30, 2021

Asset Acquisition [Abstract]

Acquisitions and Developments in Progress

ACQUISITIONS AND DEVELOPMENTS IN PROGRESS

Acquisitions

The Company did not acquire any properties during the six months ended June 30, 2021.

The Company closed on the following acquisition during the six months ended June 30, 2020:

Date	Property Name	Metropolitan Statistical Area (MSA)	Property Type	Square Footage	Acquisition Price
February 6, 2020	Fullerton Metrocenter	Los Angeles	Fee interest (a)	154,700	$	55,000
				154,700	$	55,000	(b)

(a)The Company acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor.

(b)Acquisition price does not include capitalized closing costs and adjustments totaling $240.

The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisition discussed above:

	Six Months Ended
	June 30, 2020
Land	$	57,137
Building and other improvements, net	1,623
Acquired lease intangible assets (a)	2,014
Acquired lease intangible liabilities (b)	(5,534)
Net assets acquired	$	55,240

(a)The weighted average amortization period for acquired lease intangible assets is 17 years for the acquisition completed during the six months ended June 30, 2020.

(b)The weighted average amortization period for acquired lease intangible liabilities is 17 years for the acquisition completed during the six months ended June 30, 2020.

The acquisition was funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit. The acquisition completed during 2020 was considered an asset acquisition and, as such, transaction costs were capitalized upon closing.

In addition, the Company capitalized $771 and $1,487 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three and six months ended June 30, 2021, respectively, and $641 and $1,267 during the three and six months ended June 30, 2020, respectively. The Company also capitalized internal leasing incentives of $106 and $163 during the three and six months ended June 30, 2021, respectively, and $42 and $102 during the three and six months ended June 30, 2020, respectively, all of which were incremental to signed leases.

Subsequent to June 30, 2021, the Company acquired Arcadia Village, a 37,000 square foot multi-tenant retail operating property located in the Phoenix MSA, for a gross purchase price of $21,000.

Developments in Progress

The carrying amount of the Company’s developments in progress are as follows:

Property Name	MSA	June 30, 2021		December 31, 2020
Expansion and redevelopment projects
Circle East (a)	Baltimore	$	34,336	$	38,180
One Loudoun Downtown (b)	Washington, D.C.	86,030		89,103
Carillon	Washington, D.C.	33,660		33,463
The Shoppes at Quarterfield	Baltimore	1,349		865
Pad development projects
Southlake Town Square	Dallas	2,154		1,495
		157,529		163,106
Land held for future development
One Loudoun Uptown	Washington, D.C.	25,450		25,450
Total developments in progress		$	182,979	$	188,556

(a)During the six months ended June 30, 2021, 10,500 square feet of the project’s gross leasable area were placed in service and reclassified into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.

(b)During the three months ended June 30, 2021, the 99 multi-family rental units at One Loudoun Downtown – Pad G were placed in service and reclassified into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.

In response to macroeconomic conditions related to the novel coronavirus (COVID-19) pandemic, the Company halted plans for vertical construction at its Carillon redevelopment during 2020 and materially reduced the planned scope and spend for the project. During the three months ended June 30, 2021, the Company announced plans to commence construction on a medical office building at Carillon in the second half of 2021.

The Company capitalized $2,020 and $3,831 of indirect project costs related to redevelopment projects during the three and six months ended June 30, 2021, including, among other costs, $359 and $768 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $1,254 and $2,546 of interest, respectively. The Company capitalized $1,347 and $2,663 of indirect project costs related to redevelopment projects during the three and six months ended June 30, 2020, including, among other costs, $329 and $701 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $736 and $1,521 of interest, respectively.

Variable Interest Entities

As of June 30, 2021, the Company had one joint venture related to the development, ownership and operation of the multi-family rental portion of the expansion project at One Loudoun Downtown – Pads G & H, of which joint venture the Company owns 90%.

The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated the joint venture and presented the joint venture partner’s interest as noncontrolling interests.

As of June 30, 2021 and December 31, 2020, the Company recorded the following related to the One Loudoun Downtown – Pads G & H consolidated joint venture:

	One Loudoun Downtown – Pads G & H
	June 30, 2021		December 31, 2020
Net investment properties	$	93,186	$	74,314
Other assets, net	$	647	$	354
Other liabilities	$	3,103	$	3,890
Noncontrolling interests	$	4,498	$	4,507

As of June 30, 2021, the Company has funded $4,580 of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture. The loan, secured by the joint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the project and is eliminated upon consolidation. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project, the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. During the six months ended June 30, 2021, a $9 loss was attributed to the noncontrolling interests. There was no income attributed to the noncontrolling interests during the six months ended June 30, 2020.

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Dispositions

6 Months Ended

Jun. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

DISPOSITIONS

The Company did not sell any properties during the six months ended June 30, 2021.

The Company closed on the following disposition during the six months ended June 30, 2020:

Date	Property Name	Property Type	Square Footage	Consideration		Aggregate Proceeds, Net (a)		Gain
February 13, 2020	King Philip’s Crossing	Multi-tenant retail	105,900	$	13,900	$	11,343	$	—
			105,900	$	13,900	$	11,343	$	—

(a)Aggregate proceeds are net of transaction costs and exclude $26 of condemnation proceeds, which did not result in recognition of a gain.

The disposition completed during the six months ended June 30, 2020 did not qualify for discontinued operations treatment and is not considered individually significant.

As of June 30, 2021, the Company had entered into contracts to sell (i) Streets of Yorktown, an 85,200 square foot multi-tenant retail operating property located in Houston, Texas, and (ii) HQ Shopping Center, a 116,400 square foot multi-tenant retail operating property located in San Antonio, Texas. These properties qualified for held for sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended June 30, 2021, at which time depreciation and amortization were ceased. In addition, the assets and liabilities associated with these properties are separately classified as held for sale in the accompanying condensed consolidated balance sheet as of June 30, 2021. No properties qualified for held for sale accounting treatment as of December 31, 2020.

The following table presents the assets and liabilities associated with the investment properties classified as held for sale:

	June 30, 2021
Assets
Land, building and other improvements	$	22,173
Less: accumulated depreciation	(8,778)
Net investment properties	13,395
Other assets	405
Assets associated with investment properties held for sale	$	13,800
Liabilities
Other liabilities	$	526
Liabilities associated with investment properties held for sale	$	526

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Equity Compensation Plans

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Equity Compensation Plans

EQUITY COMPENSATION PLANS

The Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, restricted stock and restricted stock units, stock appreciation rights and other similar awards to the Company’s employees, non-employee directors, consultants and advisors in connection with compensation and incentive arrangements that may be established by the Company’s board of directors or executive management.

The following table summarizes the Company’s unvested restricted shares as of and for the six months ended June 30, 2021:

	Unvested Restricted Shares	Weighted Average Grant Date Fair Value per Restricted Share
Balance as of January 1, 2021	685	$	10.81
Shares granted (a)	608	$	11.31
Shares vested	(389)	$	10.27
Balance as of June 30, 2021 (b)	904	$	11.38

(a)Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements.

(b)As of June 30, 2021, total unrecognized compensation expense related to unvested restricted shares was $3,661, which is expected to be amortized over a weighted average term of 1.3 years.

The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the six months ended June 30, 2021:

	Unvested RSUs	Weighted Average Grant Date Fair Value per RSU
RSUs eligible for future conversion as of January 1, 2021	974	$	12.81
RSUs granted (a)	452	$	10.06
Conversion of RSUs to common stock and restricted shares (b)	(260)	$	14.39
RSUs eligible for future conversion as of June 30, 2021 (c)	1,166	$	11.39

(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 0.16%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s projected common stock dividend yield of 4.08%. Subject to continued employment, in 2024, following the performance period which concludes on December 31, 2023, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.

(b)On February 8, 2021, 260 RSUs converted into 102 shares of common stock and 197 restricted shares that will vest on December 31, 2021, subject to continued employment through such date, after applying a conversion rate of 115% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2020. An additional 49 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period.

(c)As of June 30, 2021, total unrecognized compensation expense related to unvested RSUs was $7,110, which is expected to be amortized over a weighted average term of 2.1 years.

During the three months ended June 30, 2021 and 2020, the Company recorded compensation expense of $1,970 and $2,221, respectively, related to the amortization of unvested restricted shares and RSUs. During the six months ended June 30, 2021 and 2020, the Company recorded compensation expense of $4,776 and $4,454, respectively, related to the amortization of unvested restricted shares and RSUs. The total fair value of restricted shares that vested during the six months ended June 30, 2021 was $4,078. In addition, the total fair value of RSUs that converted into common stock during the six months ended June 30, 2021 was $1,002.

Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s Third Amended and Restated Independent Director Stock Option and Incentive Plan. As of June 30, 2021 and 2020, options to purchase 10 and 16 shares of common stock, respectively, remained outstanding and exercisable. The Company did not grant any options in 2021 or 2020 and no compensation expense related to stock options was recorded during the six months ended June 30, 2021 and 2020.

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Leases

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases

LEASES

Leases as Lessor

Lease income related to the Company’s operating leases is comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Lease income related to fixed and variable lease payments
Base rent (a) (b)	$	87,944	$	90,670	$	174,018	$	181,103
Percentage and specialty rent (c)	633		450		1,157		1,325
Tenant recoveries (b) (c)	24,413		23,823		50,441		49,565
Lease termination fee income (c)	759		252		1,438		376
Other lease-related income (c)	1,468		1,044		2,777		2,549
Straight-line rental income, net (d)	787		(1,284)		1,207		(943)
Other
Uncollectible lease income, net (e)	4,773		(19,495)		8,317		(20,377)
Amortization of above and below market lease intangibles and lease inducements	462		1,343		1,264		1,900
Lease income	$	121,239	$	96,803	$	240,619	$	215,498

(a)Base rent primarily consists of fixed lease payments; however, it also includes the net impact of variable lease payments related to lease concessions granted as relief due to COVID-19 in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. The impact of these lease concessions includes an increase of $905 and $0 for the three months ended June 30, 2021 and 2020, respectively, and $2,146 and $0 for the six months ended June 30, 2021 and 2020, respectively, in base rent related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment; as a result, lease income was reduced for the deferral in previous periods, however recognized as variable lease income upon receipt of payment, partially offset by a decrease of $700 and $28 for the three months ended June 30, 2021 and 2020, respectively, and more than offset by $3,309 and $28 for the six months ended June 30, 2021 and 2020, respectively, in base rent related to executed lease concession agreements that did not meet deferral accounting treatment and for which payment has not been received. Of the aggregate $700 and $3,309 decrease from lease concession agreements, $310 and $1,585 were associated with billed base rent from prior periods for the three and six months ended June 30, 2021, respectively.

(b)Base rent and tenant recoveries are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.”

(c)Represents lease income related to variable lease payments.

(d)Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in the reserve for straight-line receivables related to tenants accounted for on the cash basis of $484 and $(1,636) for the three months ended June 30, 2021 and 2020, respectively, and $(2,127) and $(2,671) for the six months ended June 30, 2021 and 2020, respectively.

(e)Uncollectible lease income, net includes (i) the change in reserve related to receivables associated with tenants accounted for on the cash basis of accounting, (ii) the impact of executed lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these anticipated concessions was included within the reserve for uncollectible lease

income until executed, (iii) the net change in the general reserve for those receivables that are not considered probable of collection, and (iv) the estimated impact for lease concessions that have been agreed in principle with the tenant that are not expected to meet deferral accounting treatment, however, such agreements were not executed as of period end.

In response to COVID-19 and its related impact on many of the Company’s tenants, the Company reached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to and, in the majority of these circumstances, executed during the year ended December 31, 2020. As of June 30, 2021, the Company has agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $54 of previously uncollected base rent charges and to address an additional $694 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease term.

As of June 30, 2021, $3,771 of executed lease concessions to defer rental payment without an extension of the lease term, net of related reserves, remain outstanding within “Accounts receivable, net” in the accompanying condensed consolidated balance sheets. Further, as of June 30, 2021, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, will be received over a period of approximately six months.

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Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

DEBT

The Company has the following types of indebtedness: (i) mortgages payable, (ii) unsecured notes payable, (iii) unsecured term loans and (iv) an unsecured revolving line of credit.

Mortgages Payable

The following table summarizes the Company’s mortgages payable:

	June 30, 2021					December 31, 2020
	Balance		Weighted Average Interest Rate		Weighted Average Years to Maturity	Balance		Weighted Average Interest Rate		Weighted Average Years to Maturity
Fixed rate mortgages payable (a)	$	90,962	4.37	%	3.5	$	92,156	4.36	%	4.1
Discount, net of accumulated amortization	(428)					(450)
Capitalized loan fees, net of accumulated amortization	(160)					(192)
Mortgages payable, net	$	90,374				$	91,514

(a)The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% as of June 30, 2021 and December 31, 2020.

During the six months ended June 30, 2021, the Company made scheduled principal payments of $1,194 related to amortizing loans.

Unsecured Notes Payable

The following table summarizes the Company’s unsecured notes payable:

		June 30, 2021				December 31, 2020
Unsecured Notes Payable	Maturity Date	Balance		Interest Rate/ Weighted Average Interest Rate		Balance		Interest Rate/ Weighted Average Interest Rate
Senior notes – 4.58% due 2024	June 30, 2024	$	150,000	4.58	%	$	150,000	4.58	%
Senior notes – 4.00% due 2025	March 15, 2025	350,000		4.00	%	350,000		4.00	%
Senior notes – 4.08% due 2026	September 30, 2026	100,000		4.08	%	100,000		4.08	%
Senior notes – 4.24% due 2028	December 28, 2028	100,000		4.24	%	100,000		4.24	%
Senior notes – 4.82% due 2029	June 28, 2029	100,000		4.82	%	100,000		4.82	%
Senior notes – 4.75% due 2030	September 15, 2030	400,000		4.75	%	400,000		4.75	%
		1,200,000		4.42	%	1,200,000		4.42	%
Discount, net of accumulated amortization		(6,044)				(6,473)
Capitalized loan fees, net of accumulated amortization		(6,912)				(7,527)
	Total	$	1,187,044			$	1,186,000

Unsecured Term Loans and Revolving Line of Credit

The following table summarizes the Company’s term loans and revolving line of credit:

		June 30, 2021				December 31, 2020
	Maturity Date	Balance		Interest Rate		Balance		Interest Rate
Unsecured term loan due 2023 – fixed rate (a)	November 22, 2023	$	200,000	4.10	%	$	200,000	4.10	%
Unsecured term loan due 2024 – fixed rate (b)	July 17, 2024	120,000		2.88	%	120,000		2.88	%
Unsecured term loan due 2026 – fixed rate (c) (d)	July 17, 2026	150,000		3.37	%	150,000		3.37	%
Subtotal		470,000				470,000
Capitalized loan fees, net of accumulated amortization		(2,105)				(2,441)
Term loans, net		$	467,895			$	467,559
Unsecured credit facility revolving line of credit – variable rate (e)	April 22, 2022 (f)	$	—	1.20	%	$	—	1.25	%

(a)$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of June 30, 2021 and December 31, 2020.

(b)$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of June 30, 2021 and December 31, 2020.

(c)$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of June 30, 2021 and December 31, 2020.

(d)Subsequent to June 30, 2021, the Company amended the pricing terms of the unsecured term loan due 2026, which will bear interest at a rate of LIBOR plus a credit spread based on a leverage grid ranging from 1.20% to 1.70%. In accordance with the amended unsecured term loan agreement, the Company may elect to convert to an investment grade pricing grid.

(e)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.

(f)Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026 with the option to extend for two additional six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.

Unsecured Credit Facility

On April 23, 2018, the Company entered into its fifth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility). The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of June 30, 2021, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid.

The following table summarizes the key terms of the unsecured revolving line of credit as of June 30, 2021:

				Leverage-Based Pricing		Investment Grade Pricing
Unsecured Credit Facility	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	4/22/2022	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.825%–1.55%	0.125%–0.30%

The Unsecured Credit Facility has a $500,000 accordion option that allows the Company, at its election, to increase the total Unsecured Credit Facility up to $1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments.

Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit that will be priced on a leverage grid at a rate of LIBOR plus a credit spread.

The following table summarizes the key terms of the sixth amended and restated unsecured credit agreement:

				Leverage-Based Pricing		Investment Grade Pricing
Sixth Amended and Restated Unsecured Credit Agreement	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	1/8/2026	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.725%–1.40%	0.125%–0.30%

The sixth amended and restated unsecured credit agreement has a $750,000 accordion that allows the Company, at its election, to increase the total unsecured revolving line of credit up to $1,600,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments. The sixth amended and restated unsecured credit agreement also includes a sustainability metric based on targeted greenhouse gas emission reductions, which permits the Company to reduce the applicable grid-based spread by one basis point annually upon attainment.

Unsecured Term Loans

As of June 30, 2021, the Company has the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR plus a credit spread based on a leverage grid. In accordance with the respective term loan agreements, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of June 30, 2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in higher interest rates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, the Company has not made the election to convert to an investment grade pricing grid.

The following table summarizes the key terms of the unsecured term loans as of June 30, 2021:

Unsecured Term Loans	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$200,000 unsecured term loan due 2023	11/22/2023	1.20	%	–	1.85%	0.85	%	–	1.65%
$120,000 unsecured term loan due 2024	7/17/2024	1.20	%	–	1.70%	0.80	%	–	1.65%
$150,000 unsecured term loan due 2026	7/17/2026	1.50	%	–	2.20%	1.35	%	–	2.25%

The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.

The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow the Company, at its election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.

Subsequent to June 30, 2021, the Company amended the pricing terms of the Term Loan Due 2026 as follows:

Term Loan Due 2026	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$150,000 unsecured term loan due 2026	7/17/2026	1.20	%	–	1.70%	0.75	%	–	1.60%

The amendment to the Term Loan Due 2026 also includes a sustainability metric based on targeted greenhouse gas emission reductions, which permits the Company to reduce the applicable grid-based spread on the Term Loan Due 2026 by one basis point annually upon attainment.

Debt Maturities

The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of June 30, 2021 for the remainder of 2021, each of the next four years and thereafter, and the weighted average interest rates by year.

	2021			2022			2023			2024			2025			Thereafter			Total
Debt:
Fixed rate debt:
Mortgages payable (a)	$	1,215		$	26,641		$	31,758		$	1,737		$	1,809		$	27,802		$	90,962
Fixed rate term loans (b)	—			—			200,000			120,000			—			150,000			470,000
Unsecured notes payable (c)	—			—			—			150,000			350,000			700,000			1,200,000
Total fixed rate debt	1,215			26,641			231,758			271,737			351,809			877,802			1,760,962
Variable rate debt:
Variable rate revolving line of credit (d)	—			—			—			—			—			—			—
Total debt (e)	$	1,215		$	26,641		$	231,758		$	271,737		$	351,809		$	877,802		$	1,760,962
Weighted average interest rate on debt:
Fixed rate debt	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%
Variable rate debt (f)	—			1.20		%	—			—			—			—			1.20		%
Total	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%

(a)Excludes mortgage discount of $(428) and capitalized loan fees of $(160), net of accumulated amortization, as of June 30, 2021.

(b)Excludes capitalized loan fees of $(2,105), net of accumulated amortization, as of June 30, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of June 30, 2021, the applicable credit spread for (i) 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.

(c)Excludes discount of $(6,044) and capitalized loan fees of $(6,912), net of accumulated amortization, as of June 30, 2021.

(d)Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026.

(e)The weighted average years to maturity of consolidated indebtedness was 5.4 years as of June 30, 2021.

(f)Represents interest rate as of June 30, 2021, however, the revolving line of credit was not drawn as of June 30, 2021.

The Company’s unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the 4.00% senior unsecured notes due 2025 (Notes Due 2025), (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the 4.75% senior unsecured notes due 2030 (Notes Due 2030), contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in their calculations are based on the most recent four fiscal quarters of activity. As of June 30, 2021, the Company believes it was in compliance with the financial covenants and default provisions under the unsecured debt agreements.

The Company plans on addressing its debt maturities, subject to the restrictions set forth in the Merger Agreement, through a combination of (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) its unsecured revolving line of credit.

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Derivatives

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

DERIVATIVES

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

As of June 30, 2021, the Company has eight interest rate swaps to hedge the variable cash flows associated with variable rate debt. Changes in fair value of the derivatives that are designated and that qualify as cash flow hedges are recorded within “Accumulated other comprehensive loss” and are reclassified into interest expense as interest payments are made on the Company’s variable rate debt. Over the next 12 months, the Company estimates that an additional $9,789 will be reclassified as an increase to interest expense.

The following table summarizes the Company’s interest rate swaps as of June 30, 2021, which effectively convert one-month floating rate LIBOR to a fixed rate:

Number of Instruments	Effective Date	Aggregate Notional		Fixed Interest Rate		Maturity Date
Two	November 23, 2018	$	200,000	2.85	%	November 22, 2023
Three	August 15, 2019	$	120,000	1.68	%	July 17, 2024
Three	August 15, 2019	$	150,000	1.77	%	July 17, 2026

The Company previously had three interest rate swaps with notional amounts totaling $250,000 and a maturity date of January 5, 2021 that were terminated during 2020 in conjunction with the repayment of the Company’s $250,000 unsecured term loan due 2021. At termination, these interest rate swaps were in a liability position and had a fair value of $1,699. The associated other comprehensive income was amortized into expense through the original maturity date. As a result, the Company recognized $64 of interest expense, which is included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss), in connection with the termination of these swaps during the six months ended June 30, 2021.

The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk:

	Number of Instruments		Notional
Interest Rate Derivatives	June 30, 2021	December 31, 2020	June 30, 2021		December 31, 2020
Interest rate swaps	8	8	$	470,000	$	470,000

The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques used are described in Note 12 to the condensed consolidated financial statements.

	Fair Value
	June 30, 2021		December 31, 2020
Derivatives designated as cash flow hedges:
Interest rate swaps	$	22,827	$	31,666

The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020:

Derivatives in Cash Flow Hedging Relationships	Amount of Loss (Gain) Recognized in Other Comprehensive Income on Derivative				Location of Loss Reclassified from Accumulated Other Comprehensive Income (AOCI) into Income	Amount of Loss Reclassified from AOCI into Income				Total Interest Expense Presented in the Statements of Operations in which the Effects of Cash Flow Hedges are Recorded
	Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,
2021	$	1,717	$	(3,889)	Interest expense	$	2,501	$	5,014	$	18,776	$	37,528
2020	$	2,301	$	30,954	Interest expense	$	2,995	$	4,066	$	19,360	$	36,406

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Equity

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Equity

EQUITY

The Company has an existing common stock repurchase program under which it may repurchase, from time to time, up to a maximum of $500,000 of shares of its Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of the Company’s assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice. The Company did not repurchase any shares during the six months ended June 30, 2021 and 2020. As of June 30, 2021, $189,105 remained available for repurchases of shares of the Company’s common stock under its common stock repurchase program. Subsequent to June 30, 2021, in connection with the Merger Agreement, the Company suspended its common stock repurchase program.

On April 1, 2021, the Company established an at-the-market (ATM) equity program under which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of the Company’s Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt. The Company did not sell any shares under its ATM equity program during the six months ended June 30, 2021. As of June 30, 2021, the Company had Class A common shares having an aggregate offering price of up to $250,000 remaining available for sale under its ATM equity program. Subsequent to June 30, 2021, in connection with the Merger Agreement, the Company suspended its ATM equity program.

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Earnings per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Earnings per Share

EARNINGS PER SHARE

The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Numerator:
Net income (loss)	$	15,387		$	(7,347)		$	20,100		$	15,010
Net loss attributable to noncontrolling interests	9			—			9			—
Net income (loss) attributable to common shareholders	15,396			(7,347)			20,109			15,010
Earnings allocated to unvested restricted shares	(69)			(135)			(119)			(244)
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	15,327		$	(7,482)		$	19,990		$	14,766
Denominator:
Denominator for earnings (loss) per common share – basic:
Weighted average number of common shares outstanding	213,813		(a)	213,337		(b)	213,732		(a)	213,276		(b)
Effect of dilutive securities:
Stock options	—		(c)	—		(c)	—		(c)	—		(c)
RSUs	256		(d)	—		(e)	477		(d)	—		(e)
Denominator for earnings (loss) per common share – diluted:
Weighted average number of common and common equivalent shares outstanding	214,069			213,337			214,209			213,276

(a)Excludes 904 shares of unvested restricted common stock as of June 30, 2021, which equate to 939 and 909 shares for the three and six months ended June 30, 2021, respectively, on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.

(b)Excludes 868 shares of unvested restricted common stock as of June 30, 2020, which equate to 825 and 751 shares for the three and six months ended June 30, 2020, respectively, on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.

(c)There were outstanding options to purchase 10 and 16 shares of common stock as of June 30, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively. Of these totals, outstanding options to purchase 10 and 16 shares of common stock as of June 30, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.

(d)As of June 30, 2021, there were 1,166 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 1,166 and 1,162 RSUs for the three and six months ended June 30, 2021, respectively, on a weighted average basis. These contingently issuable shares are a component of calculating diluted EPS.

(e)As of June 30, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods, which equate to 974 and 971 RSUs for the three and six months ended June 30, 2020, respectively, on a weighted average basis. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.

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Provision for Impairment of Investment Properties

6 Months Ended

Jun. 30, 2021

Impairment or Disposal of Tangible Assets Disclosure [Abstract]

Provision for Impairment of Investment Properties

PROVISION FOR IMPAIRMENT OF INVESTMENT PROPERTIES

As of June 30, 2021 and 2020, the Company identified indicators of impairment at certain of its properties and took into consideration the most current information available and expectations at the time of the assessment. Such indicators included a low occupancy rate, expected sustained difficulty in leasing space and related cost of re-leasing, significant exposure to financially troubled tenants or reduced anticipated holding periods. The following table summarizes the results of these analyses as of June 30, 2021 and 2020:

	June 30, 2021		June 30, 2020
Number of properties for which indicators of impairment were identified	6		2
Less: number of properties for which an impairment charge was recorded	—		—
Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was recorded	2		—
Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary	4		2
Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (a)	172	%	166	%

(a)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.

The Company did not record any investment property impairment charges during the six months ended June 30, 2021.

The Company recorded the following investment property impairment charge during the six months ended June 30, 2020:

Property Name	Property Type	Impairment Date	Square Footage	Provision for Impairment of Investment Properties
King Philip’s Crossing (a)	Multi-tenant retail	February 13, 2020	105,900	$	346
				$	346
	Estimated fair value of impaired property as of impairment date			$	11,644

(a)The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.

The extent to which COVID-19 impacts the Company and its tenants will depend, in part, on future developments, which are highly uncertain. If the effects of COVID-19 cause economic and market conditions to deteriorate, which, consequently, result in deterioration of operating conditions, and/or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future. Indications of a tenant’s inability to continue as a going concern, changes in the Company’s view or strategy relative to a tenant’s business or industry, or changes in the Company’s long-term hold strategies could change in future periods. The Company will continue to monitor circumstances and events in future periods and can provide no assurance that material impairment charges with respect to its investment properties will not occur in future periods.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The following table presents the carrying value and estimated fair value of the Company’s financial instruments:

	June 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial liabilities:
Mortgages payable, net	$	90,374	$	91,982	$	91,514	$	93,664
Unsecured notes payable, net	$	1,187,044	$	1,295,501	$	1,186,000	$	1,253,928
Unsecured term loans, net	$	467,895	$	470,238	$	467,559	$	464,072
Unsecured revolving line of credit	$	—	$	—	$	—	$	—
Derivative liability	$	22,827	$	22,827	$	31,666	$	31,666

The carrying value of the derivative liability is included within “Other liabilities” in the accompanying condensed consolidated balance sheets.

Recurring Fair Value Measurements

The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.

	Fair Value
	Level 1		Level 2		Level 3		Total
June 30, 2021
Derivative liability	$	—	$	22,827	$	—	$	22,827
December 31, 2020
Derivative liability	$	—	$	31,666	$	—	$	31,666

Derivatives:  The fair value of the derivative liability is determined using a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis uses observable market data including forward yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the derivative are then discounted using calculated discount factors developed based on the LIBOR swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. 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 use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2021 and December 31, 2020, 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. As a result, the Company has determined that its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements. The Company’s derivative instruments are further described in Note 8 to the condensed consolidated financial statements.

Nonrecurring Fair Value Measurements

The Company did not remeasure any assets to fair value on a nonrecurring basis as of June 30, 2021. The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2020, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to a properties remeasured to fair value as a result of impairment charges recorded during the year ended December 31, 2020, except for those properties sold prior to December 31, 2020. Methods and assumptions used to estimate the fair value of this asset is described after the table.

	Fair Value
	Level 1		Level 2		Level 3			Total		Provision for Impairment
December 31, 2020
Investment property	$	—	$	—	$	2,500	(a)	$	2,500	$	2,279

(a)Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs.

Fair Value Disclosures

The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall.

	Fair Value
	Level 1		Level 2		Level 3		Total
June 30, 2021
Mortgages payable, net	$	—	$	—	$	91,982	$	91,982
Unsecured notes payable, net	$	817,633	$	—	$	477,868	$	1,295,501
Unsecured term loans, net	$	—	$	—	$	470,238	$	470,238
Unsecured revolving line of credit	$	—	$	—	$	—	$	—
December 31, 2020
Mortgages payable, net	$	—	$	—	$	93,664	$	93,664
Unsecured notes payable, net	$	790,379	$	—	$	463,549	$	1,253,928
Unsecured term loans, net	$	—	$	—	$	464,072	$	464,072
Unsecured revolving line of credit	$	—	$	—	$	—	$	—

The Company estimates the fair value of its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows at a reference rate, currently one-month LIBOR, plus an applicable credit spread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used in the discounted cash flow model to calculate the fair value of the Company’s Level 3 financial liabilities:

	June 30, 2021	December 31, 2020
Mortgages payable, net – range of discount rates used	3.2% to 4.4%	3.5% to 4.2%
Unsecured notes payable, net – weighted average discount rate used	3.14%	3.84%
Unsecured term loans, net – weighted average credit spread portion of discount rate used	1.33%	1.71%
Unsecured revolving line of credit – credit spread portion of discount rate used	1.10%	1.68%

There were no transfers between the levels of the fair value hierarchy during the six months ended June 30, 2021 and the year ended December 31, 2020.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

As of June 30, 2021, the Company had letters of credit outstanding totaling $291 that serve as collateral for certain capital improvements at one of its properties and reduce the available borrowings on its unsecured revolving line of credit.

The following table summarizes the Company’s active expansion and redevelopment projects as of June 30, 2021:

		Estimated Net Investment				Net Investment as of June 30, 2021
Project Name	MSA	Low		High
Circle East (a)	Baltimore	$	46,000	$	48,000	$	28,929
One Loudoun Downtown – Pads G & H (b)	Washington, D.C.	$	125,000	$	135,000	$	95,546
The Shoppes at Quarterfield	Baltimore	$	9,700	$	10,700	$	4,266
Southlake Town Square – Pad	Dallas	$	2,000	$	2,500	$	2,154

(a)Investment amounts are net of proceeds of $11,820 received from the sale of air rights.

(b)Investment amounts are net of expected contributions from the Company’s joint venture partner.

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Litigation	6 Months Ended
	Jun. 30, 2021
Litigation Settlement [Abstract]
Legal Matters and Contingencies	LITIGATIONThe Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. During the six months ended June 30, 2020, the Company entered into a settlement agreement related to litigation with a former tenant and received $6,100 in proceeds.

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Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Subsequent to June 30, 2021, the Company:

•entered into its sixth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an $850,000 unsecured revolving line of credit and amended the pricing terms of the Term Loan Due 2026. See Note 7 to the condensed consolidated financial statements for further details;

•closed on the acquisition of Arcadia Village, a 37,000 square foot multi-tenant retail operating property located in Phoenix, Arizona, for a gross purchase price of $21,000;

•paid the cash dividend for the second quarter of 2021 of $0.075 per share on its outstanding Class A common stock, which was paid on July 9, 2021 to Class A common shareholders of record at the close of business on June 25, 2021; and

•declared the cash dividend for the third quarter of 2021 of $0.075 per share on its outstanding Class A common stock, which will be paid on October 8, 2021 to Class A common shareholders of record at the close of business on October 1, 2021.

Proposed Merger with Kite Realty Group Trust

On July 18, 2021, the Company entered into a definitive Merger Agreement with Kite and Merger Sub. Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the Merger. At the Effective Time, each share of Class A common stock of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of Kite, plus the right, if any, to receive cash in lieu of fractional common shares of Kite. During the period from the date of the Merger Agreement until the completion of the Merger, the Company is subject to certain restrictions on its ability to engage with third parties regarding alternative acquisition proposals and on the conduct of the Company’s business.

The board of directors of the Company and the board of trustees of Kite each have unanimously approved the transaction. The closing of the Merger is expected to occur in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including the approval of both Kite and the Company’s shareholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

In connection with the Merger Agreement, the Company suspended its common stock repurchase program and ATM equity program.

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Organization and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Income taxes	The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements.
Use of estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to (i) the reserve for uncollectible lease income, (ii) provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), and (iii) initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates.
Consolidation	The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts.

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Organization and Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of property ownership

The Company’s property ownership as of June 30, 2021 is summarized below:

	Property Count
Retail operating properties (a)	100
Expansion and redevelopment projects:
Circle East	1
One Loudoun Downtown – Pads G & H (b)	—
Carillon	1
The Shoppes at Quarterfield	1
Total number of properties	103

(a)Excludes two retail operating properties classified as held for sale as of June 30, 2021.

(b)The operating portion of this property is included within the property count for retail operating properties.

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Acquisitions and Developments in Progress (Tables)

6 Months Ended

Jun. 30, 2021

Asset Acquisition [Abstract]

Schedule of acquisitions

The Company closed on the following acquisition during the six months ended June 30, 2020:

Date	Property Name	Metropolitan Statistical Area (MSA)	Property Type	Square Footage	Acquisition Price
February 6, 2020	Fullerton Metrocenter	Los Angeles	Fee interest (a)	154,700	$	55,000
				154,700	$	55,000	(b)

(a)The Company acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor.

(b)Acquisition price does not include capitalized closing costs and adjustments totaling $240.

Schedule of acquisition date fair values

The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisition discussed above:

	Six Months Ended
	June 30, 2020
Land	$	57,137
Building and other improvements, net	1,623
Acquired lease intangible assets (a)	2,014
Acquired lease intangible liabilities (b)	(5,534)
Net assets acquired	$	55,240

(a)The weighted average amortization period for acquired lease intangible assets is 17 years for the acquisition completed during the six months ended June 30, 2020.

(b)The weighted average amortization period for acquired lease intangible liabilities is 17 years for the acquisition completed during the six months ended June 30, 2020.

Schedule of developments in progress

The carrying amount of the Company’s developments in progress are as follows:

Property Name	MSA	June 30, 2021		December 31, 2020
Expansion and redevelopment projects
Circle East (a)	Baltimore	$	34,336	$	38,180
One Loudoun Downtown (b)	Washington, D.C.	86,030		89,103
Carillon	Washington, D.C.	33,660		33,463
The Shoppes at Quarterfield	Baltimore	1,349		865
Pad development projects
Southlake Town Square	Dallas	2,154		1,495
		157,529		163,106
Land held for future development
One Loudoun Uptown	Washington, D.C.	25,450		25,450
Total developments in progress		$	182,979	$	188,556

Schedule of variable interest entities

As of June 30, 2021 and December 31, 2020, the Company recorded the following related to the One Loudoun Downtown – Pads G & H consolidated joint venture:

	One Loudoun Downtown – Pads G & H
	June 30, 2021		December 31, 2020
Net investment properties	$	93,186	$	74,314
Other assets, net	$	647	$	354
Other liabilities	$	3,103	$	3,890
Noncontrolling interests	$	4,498	$	4,507

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Dispositions (Tables)

6 Months Ended

Jun. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

Schedule of property dispositions

The Company closed on the following disposition during the six months ended June 30, 2020:

Date	Property Name	Property Type	Square Footage	Consideration		Aggregate Proceeds, Net (a)		Gain
February 13, 2020	King Philip’s Crossing	Multi-tenant retail	105,900	$	13,900	$	11,343	$	—
			105,900	$	13,900	$	11,343	$	—

(a)Aggregate proceeds are net of transaction costs and exclude $26 of condemnation proceeds, which did not result in recognition of a gain.

Schedule of assets and liabilities associated with properties held for sale

	June 30, 2021
Assets
Land, building and other improvements	$	22,173
Less: accumulated depreciation	(8,778)
Net investment properties	13,395
Other assets	405
Assets associated with investment properties held for sale	$	13,800
Liabilities
Other liabilities	$	526
Liabilities associated with investment properties held for sale	$	526

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Equity Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of unvested restricted shares and restricted stock units

The following table summarizes the Company’s unvested restricted shares as of and for the six months ended June 30, 2021:

	Unvested Restricted Shares	Weighted Average Grant Date Fair Value per Restricted Share
Balance as of January 1, 2021	685	$	10.81
Shares granted (a)	608	$	11.31
Shares vested	(389)	$	10.27
Balance as of June 30, 2021 (b)	904	$	11.38

(a)Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements.

(b)As of June 30, 2021, total unrecognized compensation expense related to unvested restricted shares was $3,661, which is expected to be amortized over a weighted average term of 1.3 years.

The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the six months ended June 30, 2021:

	Unvested RSUs	Weighted Average Grant Date Fair Value per RSU
RSUs eligible for future conversion as of January 1, 2021	974	$	12.81
RSUs granted (a)	452	$	10.06
Conversion of RSUs to common stock and restricted shares (b)	(260)	$	14.39
RSUs eligible for future conversion as of June 30, 2021 (c)	1,166	$	11.39

(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 0.16%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s projected common stock dividend yield of 4.08%. Subject to continued employment, in 2024, following the performance period which concludes on December 31, 2023, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.

(b)On February 8, 2021, 260 RSUs converted into 102 shares of common stock and 197 restricted shares that will vest on December 31, 2021, subject to continued employment through such date, after applying a conversion rate of 115% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2020. An additional 49 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period.

(c)As of June 30, 2021, total unrecognized compensation expense related to unvested RSUs was $7,110, which is expected to be amortized over a weighted average term of 2.1 years.

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Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Schedule of lease income

Lease income related to the Company’s operating leases is comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Lease income related to fixed and variable lease payments
Base rent (a) (b)	$	87,944	$	90,670	$	174,018	$	181,103
Percentage and specialty rent (c)	633		450		1,157		1,325
Tenant recoveries (b) (c)	24,413		23,823		50,441		49,565
Lease termination fee income (c)	759		252		1,438		376
Other lease-related income (c)	1,468		1,044		2,777		2,549
Straight-line rental income, net (d)	787		(1,284)		1,207		(943)
Other
Uncollectible lease income, net (e)	4,773		(19,495)		8,317		(20,377)
Amortization of above and below market lease intangibles and lease inducements	462		1,343		1,264		1,900
Lease income	$	121,239	$	96,803	$	240,619	$	215,498

(a)Base rent primarily consists of fixed lease payments; however, it also includes the net impact of variable lease payments related to lease concessions granted as relief due to COVID-19 in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. The impact of these lease concessions includes an increase of $905 and $0 for the three months ended June 30, 2021 and 2020, respectively, and $2,146 and $0 for the six months ended June 30, 2021 and 2020, respectively, in base rent related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment; as a result, lease income was reduced for the deferral in previous periods, however recognized as variable lease income upon receipt of payment, partially offset by a decrease of $700 and $28 for the three months ended June 30, 2021 and 2020, respectively, and more than offset by $3,309 and $28 for the six months ended June 30, 2021 and 2020, respectively, in base rent related to executed lease concession agreements that did not meet deferral accounting treatment and for which payment has not been received. Of the aggregate $700 and $3,309 decrease from lease concession agreements, $310 and $1,585 were associated with billed base rent from prior periods for the three and six months ended June 30, 2021, respectively.

(b)Base rent and tenant recoveries are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.”

(c)Represents lease income related to variable lease payments.

(d)Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in the reserve for straight-line receivables related to tenants accounted for on the cash basis of $484 and $(1,636) for the three months ended June 30, 2021 and 2020, respectively, and $(2,127) and $(2,671) for the six months ended June 30, 2021 and 2020, respectively.

(e)Uncollectible lease income, net includes (i) the change in reserve related to receivables associated with tenants accounted for on the cash basis of accounting, (ii) the impact of executed lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these anticipated concessions was included within the reserve for uncollectible lease

income until executed, (iii) the net change in the general reserve for those receivables that are not considered probable of collection, and (iv) the estimated impact for lease concessions that have been agreed in principle with the tenant that are not expected to meet deferral accounting treatment, however, such agreements were not executed as of period end.

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Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Summary of mortgages payable

The following table summarizes the Company’s mortgages payable:

	June 30, 2021					December 31, 2020
	Balance		Weighted Average Interest Rate		Weighted Average Years to Maturity	Balance		Weighted Average Interest Rate		Weighted Average Years to Maturity
Fixed rate mortgages payable (a)	$	90,962	4.37	%	3.5	$	92,156	4.36	%	4.1
Discount, net of accumulated amortization	(428)					(450)
Capitalized loan fees, net of accumulated amortization	(160)					(192)
Mortgages payable, net	$	90,374				$	91,514

(a)The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% as of June 30, 2021 and December 31, 2020.

Summary of unsecured notes payable

The following table summarizes the Company’s unsecured notes payable:

		June 30, 2021				December 31, 2020
Unsecured Notes Payable	Maturity Date	Balance		Interest Rate/ Weighted Average Interest Rate		Balance		Interest Rate/ Weighted Average Interest Rate
Senior notes – 4.58% due 2024	June 30, 2024	$	150,000	4.58	%	$	150,000	4.58	%
Senior notes – 4.00% due 2025	March 15, 2025	350,000		4.00	%	350,000		4.00	%
Senior notes – 4.08% due 2026	September 30, 2026	100,000		4.08	%	100,000		4.08	%
Senior notes – 4.24% due 2028	December 28, 2028	100,000		4.24	%	100,000		4.24	%
Senior notes – 4.82% due 2029	June 28, 2029	100,000		4.82	%	100,000		4.82	%
Senior notes – 4.75% due 2030	September 15, 2030	400,000		4.75	%	400,000		4.75	%
		1,200,000		4.42	%	1,200,000		4.42	%
Discount, net of accumulated amortization		(6,044)				(6,473)
Capitalized loan fees, net of accumulated amortization		(6,912)				(7,527)
	Total	$	1,187,044			$	1,186,000

Summary of term loans and revolving line of credit

The following table summarizes the Company’s term loans and revolving line of credit:

		June 30, 2021				December 31, 2020
	Maturity Date	Balance		Interest Rate		Balance		Interest Rate
Unsecured term loan due 2023 – fixed rate (a)	November 22, 2023	$	200,000	4.10	%	$	200,000	4.10	%
Unsecured term loan due 2024 – fixed rate (b)	July 17, 2024	120,000		2.88	%	120,000		2.88	%
Unsecured term loan due 2026 – fixed rate (c) (d)	July 17, 2026	150,000		3.37	%	150,000		3.37	%
Subtotal		470,000				470,000
Capitalized loan fees, net of accumulated amortization		(2,105)				(2,441)
Term loans, net		$	467,895			$	467,559
Unsecured credit facility revolving line of credit – variable rate (e)	April 22, 2022 (f)	$	—	1.20	%	$	—	1.25	%

(a)$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of June 30, 2021 and December 31, 2020.

(b)$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of June 30, 2021 and December 31, 2020.

(c)$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of June 30, 2021 and December 31, 2020.

(d)Subsequent to June 30, 2021, the Company amended the pricing terms of the unsecured term loan due 2026, which will bear interest at a rate of LIBOR plus a credit spread based on a leverage grid ranging from 1.20% to 1.70%. In accordance with the amended unsecured term loan agreement, the Company may elect to convert to an investment grade pricing grid.

(e)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.

(f)Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026 with the option to extend for two additional six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the amended unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.

Summary of unsecured revolving line of credit

The following table summarizes the key terms of the unsecured revolving line of credit as of June 30, 2021:

				Leverage-Based Pricing		Investment Grade Pricing
Unsecured Credit Facility	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	4/22/2022	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.825%–1.55%	0.125%–0.30%

The following table summarizes the key terms of the sixth amended and restated unsecured credit agreement:

				Leverage-Based Pricing		Investment Grade Pricing
Sixth Amended and Restated Unsecured Credit Agreement	Maturity Date	Extension Option	Extension Fee	Credit Spread	Facility Fee	Credit Spread	Facility Fee
$850,000 unsecured revolving line of credit	1/8/2026	2 six-month	0.075%	1.05%–1.50%	0.15%–0.30%	0.725%–1.40%	0.125%–0.30%

Summary of unsecured term loans

The following table summarizes the key terms of the unsecured term loans as of June 30, 2021:

Unsecured Term Loans	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$200,000 unsecured term loan due 2023	11/22/2023	1.20	%	–	1.85%	0.85	%	–	1.65%
$120,000 unsecured term loan due 2024	7/17/2024	1.20	%	–	1.70%	0.80	%	–	1.65%
$150,000 unsecured term loan due 2026	7/17/2026	1.50	%	–	2.20%	1.35	%	–	2.25%

Subsequent to June 30, 2021, the Company amended the pricing terms of the Term Loan Due 2026 as follows:

Term Loan Due 2026	Maturity Date	Leverage-Based Pricing Credit Spread				Investment Grade Pricing Credit Spread
$150,000 unsecured term loan due 2026	7/17/2026	1.20	%	–	1.70%	0.75	%	–	1.60%

Summary of scheduled maturities and principal amortization of indebtedness

The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of June 30, 2021 for the remainder of 2021, each of the next four years and thereafter, and the weighted average interest rates by year.

	2021			2022			2023			2024			2025			Thereafter			Total
Debt:
Fixed rate debt:
Mortgages payable (a)	$	1,215		$	26,641		$	31,758		$	1,737		$	1,809		$	27,802		$	90,962
Fixed rate term loans (b)	—			—			200,000			120,000			—			150,000			470,000
Unsecured notes payable (c)	—			—			—			150,000			350,000			700,000			1,200,000
Total fixed rate debt	1,215			26,641			231,758			271,737			351,809			877,802			1,760,962
Variable rate debt:
Variable rate revolving line of credit (d)	—			—			—			—			—			—			—
Total debt (e)	$	1,215		$	26,641		$	231,758		$	271,737		$	351,809		$	877,802		$	1,760,962
Weighted average interest rate on debt:
Fixed rate debt	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%
Variable rate debt (f)	—			1.20		%	—			—			—			—			1.20		%
Total	4.08		%	4.81		%	4.10		%	3.83		%	4.00		%	4.37		%	4.19		%

(a)Excludes mortgage discount of $(428) and capitalized loan fees of $(160), net of accumulated amortization, as of June 30, 2021.

(b)Excludes capitalized loan fees of $(2,105), net of accumulated amortization, as of June 30, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of June 30, 2021, the applicable credit spread for (i) 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.

(c)Excludes discount of $(6,044) and capitalized loan fees of $(6,912), net of accumulated amortization, as of June 30, 2021.

(d)Subsequent to June 30, 2021, the Company entered into its sixth amended and restated unsecured credit agreement that extended the maturity date of the unsecured revolving line of credit to January 8, 2026.

(e)The weighted average years to maturity of consolidated indebtedness was 5.4 years as of June 30, 2021.

(f)Represents interest rate as of June 30, 2021, however, the revolving line of credit was not drawn as of June 30, 2021.

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Derivatives (Tables)

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative instruments

The following table summarizes the Company’s interest rate swaps as of June 30, 2021, which effectively convert one-month floating rate LIBOR to a fixed rate:

Number of Instruments	Effective Date	Aggregate Notional		Fixed Interest Rate		Maturity Date
Two	November 23, 2018	$	200,000	2.85	%	November 22, 2023
Three	August 15, 2019	$	120,000	1.68	%	July 17, 2024
Three	August 15, 2019	$	150,000	1.77	%	July 17, 2026

Schedule of interest rate swaps designated as cash flow hedges

The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk:

	Number of Instruments		Notional
Interest Rate Derivatives	June 30, 2021	December 31, 2020	June 30, 2021		December 31, 2020
Interest rate swaps	8	8	$	470,000	$	470,000

Schedule of estimated fair value of derivative instruments

The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques used are described in Note 12 to the condensed consolidated financial statements.

	Fair Value
	June 30, 2021		December 31, 2020
Derivatives designated as cash flow hedges:
Interest rate swaps	$	22,827	$	31,666

Schedule of effect of derivative instruments on the consolidated statements of operations

The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020:

Derivatives in Cash Flow Hedging Relationships	Amount of Loss (Gain) Recognized in Other Comprehensive Income on Derivative				Location of Loss Reclassified from Accumulated Other Comprehensive Income (AOCI) into Income	Amount of Loss Reclassified from AOCI into Income				Total Interest Expense Presented in the Statements of Operations in which the Effects of Cash Flow Hedges are Recorded
	Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,
2021	$	1,717	$	(3,889)	Interest expense	$	2,501	$	5,014	$	18,776	$	37,528
2020	$	2,301	$	30,954	Interest expense	$	2,995	$	4,066	$	19,360	$	36,406

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Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of components used in the calculation of basic and diluted EPS

The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Numerator:
Net income (loss)	$	15,387		$	(7,347)		$	20,100		$	15,010
Net loss attributable to noncontrolling interests	9			—			9			—
Net income (loss) attributable to common shareholders	15,396			(7,347)			20,109			15,010
Earnings allocated to unvested restricted shares	(69)			(135)			(119)			(244)
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	15,327		$	(7,482)		$	19,990		$	14,766
Denominator:
Denominator for earnings (loss) per common share – basic:
Weighted average number of common shares outstanding	213,813		(a)	213,337		(b)	213,732		(a)	213,276		(b)
Effect of dilutive securities:
Stock options	—		(c)	—		(c)	—		(c)	—		(c)
RSUs	256		(d)	—		(e)	477		(d)	—		(e)
Denominator for earnings (loss) per common share – diluted:
Weighted average number of common and common equivalent shares outstanding	214,069			213,337			214,209			213,276

(a)Excludes 904 shares of unvested restricted common stock as of June 30, 2021, which equate to 939 and 909 shares for the three and six months ended June 30, 2021, respectively, on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.

(b)Excludes 868 shares of unvested restricted common stock as of June 30, 2020, which equate to 825 and 751 shares for the three and six months ended June 30, 2020, respectively, on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.

(c)There were outstanding options to purchase 10 and 16 shares of common stock as of June 30, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively. Of these totals, outstanding options to purchase 10 and 16 shares of common stock as of June 30, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.

(d)As of June 30, 2021, there were 1,166 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 1,166 and 1,162 RSUs for the three and six months ended June 30, 2021, respectively, on a weighted average basis. These contingently issuable shares are a component of calculating diluted EPS.

(e)As of June 30, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods, which equate to 974 and 971 RSUs for the three and six months ended June 30, 2020, respectively, on a weighted average basis. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.

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Provision for Impairment of Investment Properties (Tables)

6 Months Ended

Jun. 30, 2021

Impairment or Disposal of Tangible Assets Disclosure [Abstract]

Schedule of identified impairment indicators

The following table summarizes the results of these analyses as of June 30, 2021 and 2020:

	June 30, 2021		June 30, 2020
Number of properties for which indicators of impairment were identified	6		2
Less: number of properties for which an impairment charge was recorded	—		—
Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was recorded	2		—
Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary	4		2
Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (a)	172	%	166	%

(a)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.

Schedule of investment property impairment charges

The Company recorded the following investment property impairment charge during the six months ended June 30, 2020:

Property Name	Property Type	Impairment Date	Square Footage	Provision for Impairment of Investment Properties
King Philip’s Crossing (a)	Multi-tenant retail	February 13, 2020	105,900	$	346
				$	346
	Estimated fair value of impaired property as of impairment date			$	11,644

(a)The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of carrying value and estimated fair value of financial instruments

The following table presents the carrying value and estimated fair value of the Company’s financial instruments:

	June 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial liabilities:
Mortgages payable, net	$	90,374	$	91,982	$	91,514	$	93,664
Unsecured notes payable, net	$	1,187,044	$	1,295,501	$	1,186,000	$	1,253,928
Unsecured term loans, net	$	467,895	$	470,238	$	467,559	$	464,072
Unsecured revolving line of credit	$	—	$	—	$	—	$	—
Derivative liability	$	22,827	$	22,827	$	31,666	$	31,666

Schedule of financial instruments measured at fair value on a recurring basis

The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.

	Fair Value
	Level 1		Level 2		Level 3		Total
June 30, 2021
Derivative liability	$	—	$	22,827	$	—	$	22,827
December 31, 2020
Derivative liability	$	—	$	31,666	$	—	$	31,666

Schedule of assets measured at fair value on a nonrecurring basis

The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2020, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to a properties remeasured to fair value as a result of impairment charges recorded during the year ended December 31, 2020, except for those properties sold prior to December 31, 2020. Methods and assumptions used to estimate the fair value of this asset is described after the table.

	Fair Value
	Level 1		Level 2		Level 3			Total		Provision for Impairment
December 31, 2020
Investment property	$	—	$	—	$	2,500	(a)	$	2,500	$	2,279

(a)Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs.

Schedule of financial liabilities measured at fair value for disclosure purposes

The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall.

	Fair Value
	Level 1		Level 2		Level 3		Total
June 30, 2021
Mortgages payable, net	$	—	$	—	$	91,982	$	91,982
Unsecured notes payable, net	$	817,633	$	—	$	477,868	$	1,295,501
Unsecured term loans, net	$	—	$	—	$	470,238	$	470,238
Unsecured revolving line of credit	$	—	$	—	$	—	$	—
December 31, 2020
Mortgages payable, net	$	—	$	—	$	93,664	$	93,664
Unsecured notes payable, net	$	790,379	$	—	$	463,549	$	1,253,928
Unsecured term loans, net	$	—	$	—	$	464,072	$	464,072
Unsecured revolving line of credit	$	—	$	—	$	—	$	—

The Company estimates the fair value of its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows at a reference rate, currently one-month LIBOR, plus an applicable credit spread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used in the discounted cash flow model to calculate the fair value of the Company’s Level 3 financial liabilities:

	June 30, 2021	December 31, 2020
Mortgages payable, net – range of discount rates used	3.2% to 4.4%	3.5% to 4.2%
Unsecured notes payable, net – weighted average discount rate used	3.14%	3.84%
Unsecured term loans, net – weighted average credit spread portion of discount rate used	1.33%	1.71%
Unsecured revolving line of credit – credit spread portion of discount rate used	1.10%	1.68%

There were no transfers between the levels of the fair value hierarchy during the six months ended June 30, 2021 and the year ended December 31, 2020.

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of expansion and redevelopment projects

The following table summarizes the Company’s active expansion and redevelopment projects as of June 30, 2021:

		Estimated Net Investment				Net Investment as of June 30, 2021
Project Name	MSA	Low		High
Circle East (a)	Baltimore	$	46,000	$	48,000	$	28,929
One Loudoun Downtown – Pads G & H (b)	Washington, D.C.	$	125,000	$	135,000	$	95,546
The Shoppes at Quarterfield	Baltimore	$	9,700	$	10,700	$	4,266
Southlake Town Square – Pad	Dallas	$	2,000	$	2,500	$	2,154

(a)Investment amounts are net of proceeds of $11,820 received from the sale of air rights.

(b)Investment amounts are net of expected contributions from the Company’s joint venture partner.

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Organization and Basis of Presentation (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)	Jul. 18, 2021 shares	Jun. 30, 2021 property subsidiary	Dec. 31, 2020 property
Real Estate Properties [Line Items]
Number of real estate properties owned			103
Number of wholly owned subsidiaries jointly elected to be treated as a TRS | subsidiary			1
Reserve for bad debt, net | $	$ 13,977
Retail | Operating properties
Real Estate Properties [Line Items]
Number of real estate properties owned			100
Circle East | Redevelopment properties
Real Estate Properties [Line Items]
Number of real estate properties owned			1
One Loudoun Downtown - Pads G & H | Redevelopment properties
Real Estate Properties [Line Items]
Number of real estate properties owned			0
Carillon | Redevelopment properties
Real Estate Properties [Line Items]
Number of real estate properties owned			1
The Shoppes at Quarterfield | Redevelopment properties
Real Estate Properties [Line Items]
Number of real estate properties owned			1
Investment properties held for sale
Real Estate Properties [Line Items]
Number of properties classified as held for sale			2	0
Subsequent events | Kite Realty Group Trust | RPAI
Real Estate Properties [Line Items]
Common share conversion rate per Merger Agreement (in shares) | shares		0.623

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Acquisitions and Developments in Progress - Summary of Acquisitions (Details) $ in Thousands		1 Months Ended	6 Months Ended
	Feb. 06, 2020 USD ($) ft²	Aug. 04, 2021 USD ($) ft²	Jun. 30, 2020 USD ($) ft²
Fullerton Metrocenter - Fee Interest
Asset Acquisition [Line Items]
Square footage | ft²	154,700
Acquisition price	$ 55,000
2020 acquisitions
Asset Acquisition [Line Items]
Square footage | ft²			154,700
Acquisition price			$ 55,000
Capitalized closing costs and adjustments			$ 240
Subsequent events | Arcadia Village
Asset Acquisition [Line Items]
Square footage | ft²		37,000
Acquisition price		$ 21,000

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Acquisitions and Developments in Progress - Acquisition Date Fair Values (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
2020 acquisitions
Acquisition Date Fair Values
Land		$ 57,137		$ 57,137
Building and other improvements, net		1,623		1,623
Acquired lease intangible assets		2,014		2,014
Acquired lease intangible liabilities		(5,534)		(5,534)
Net assets acquired		55,240		$ 55,240
Weighted average amortization period, acquired lease intangible assets				17 years
Weighted average amortization period, acquired lease intangible liabilities				17 years
Building and associated improvements
Asset Acquisition [Line Items]
Capitalized internal salaries and related benefits	$ 771	641	$ 1,487	$ 1,267
Internal leasing incentives
Asset Acquisition [Line Items]
Capitalized internal leasing incentives	$ 106	$ 42	$ 163	$ 102

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Acquisitions and Developments in Progress - Summary of Developments in Progress (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($) unit	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) ft²	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	$ 182,979		$ 182,979		$ 188,556
Circle East
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	34,336		$ 34,336		38,180
GLA placed in service | ft²			10,500
One Loudoun Downtown
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	$ 86,030		$ 86,030		89,103
Number of multi-family rental units placed in service | unit	99
Carillon
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	$ 33,660		33,660		33,463
The Shoppes at Quarterfield
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	1,349		1,349		865
Southlake Town Square
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	2,154		2,154		1,495
One Loudoun Uptown
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Land held for future development	25,450		25,450		25,450
Redevelopment properties
Capitalized Costs of Properties Excluded from Amortization [Line Items]
Developments in progress	157,529		157,529		$ 163,106
Capitalized indirect project costs	2,020	$ 1,347	3,831	$ 2,663
Capitalized internal salaries and related benefits	359	329	768	701
Capitalized interest	$ 1,254	$ 736	$ 2,546	$ 1,521

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Acquisitions and Developments in Progress - Variable Interest Entities (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($) agreements	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) agreements	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Variable Interest Entity [Line Items]
Net loss attributable to noncontrolling interests	$ 9	$ 0	$ 9	$ 0
One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Development costs funded through a loan to the joint venture	$ 4,580		$ 4,580
Multi-family | One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Number of joint venture agreements | agreements	1		1
Multi-family | RPAI | One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Noncontrolling interest, ownership percentage by parent	90.00%		90.00%
Net investment properties | One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Development costs incurred	$ 93,186		$ 93,186		$ 74,314
Other assets, net | One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Development costs incurred	647		647		354
Other liabilities | One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Development costs incurred	3,103		3,103		3,890
Noncontrolling interests | One Loudoun Downtown - Pads G & H
Variable Interest Entity [Line Items]
Development costs incurred	$ 4,498		$ 4,498		$ 4,507

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Dispositions - Summary of Dispositions (Details) $ in Thousands		6 Months Ended
	Feb. 13, 2020 USD ($) ft²	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($) ft²
Property Dispositions [Line Items]
Aggregate proceeds, net		$ 0	$ 11,369
King Philip's Crossing
Property Dispositions [Line Items]
Square footage | ft²	105,900
Consideration	$ 13,900
Aggregate proceeds, net	11,343
Gain	$ 0
2020 dispositions
Property Dispositions [Line Items]
Square footage | ft²			105,900
Consideration			$ 13,900
Aggregate proceeds, net			11,343
Gain			0
Condemnation proceeds			$ 26

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Dispositions - Assets and Liabilities of Properties Held for Sale (Details) $ in Thousands	Jun. 30, 2021 USD ($) ft² property	Dec. 31, 2020 USD ($) property
Long Lived Assets Held-for-sale [Line Items]
Assets associated with investment properties held for sale	$ 13,800	$ 0
Liabilities associated with investment properties held for sale	$ 526	$ 0
Streets of Yorktown
Long Lived Assets Held-for-sale [Line Items]
Square footage | ft²	85,200
HQ Shopping Center
Long Lived Assets Held-for-sale [Line Items]
Square footage | ft²	116,400
Investment properties held for sale
Long Lived Assets Held-for-sale [Line Items]
Land, building and other improvements	$ 22,173
Less: accumulated depreciation	(8,778)
Net investment properties	13,395
Other assets	405
Assets associated with investment properties held for sale	13,800
Other liabilities	526
Liabilities associated with investment properties held for sale	$ 526
Number of properties classified as held for sale | property	2	0

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Equity Compensation Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 30, 2021	Feb. 08, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	10		10	16	10	16
Number of options granted					0	0
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		197
Fair value of restricted shares/RSUs vested					$ 4,078
Equity Instruments, Nonvested [Roll Forward]
Balance at the beginning of the period (in shares)					685
Shares/RSUs granted (in shares)					608
Shares/RSUs vested (in shares)					(389)
Balance at the end of the period (in shares)	904		904	868	904	868
Equity Instruments, Nonvested, Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)					$ 10.81
Shares/RSUs granted (in dollars per share)					11.31
Shares/RSUs vested (in dollars per share)					10.27
Balance at the end of the period (in dollars per share)	$ 11.38		$ 11.38		$ 11.38
Compensation Cost Not Yet Recognized
Total unrecognized compensation expense	$ 3,661		$ 3,661		$ 3,661
Unrecognized compensation expense, period for recognition (in years)	1 year 3 months 18 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for shares/RSUs granted					1 year
Risk-free interest rate (as a percent)					0.16%
Common stock dividend yield (as a percent)					4.08%
Conversion rate of RSUs into shares of common stock (as a percent)					33.00%
Conversion rate of RSUs into restricted shares (as a percent)					67.00%
Number of RSUs converted		260
Conversion rate (as a percent)		115.00%
Fair value of restricted shares/RSUs vested					$ 1,002
Equity Instruments, Nonvested [Roll Forward]
Balance at the beginning of the period (in shares)					974
Shares/RSUs granted (in shares)					452
Shares/RSUs vested (in shares)					(260)
Balance at the end of the period (in shares)	1,166		1,166		1,166
Equity Instruments, Nonvested, Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)					$ 12.81
Shares/RSUs granted (in dollars per share)					10.06
Shares/RSUs vested (in dollars per share)					14.39
Balance at the end of the period (in dollars per share)	$ 11.39		$ 11.39		$ 11.39
Compensation Cost Not Yet Recognized
Total unrecognized compensation expense	$ 7,110		$ 7,110		$ 7,110
Unrecognized compensation expense, period for recognition (in years)	2 years 1 month 6 days
Restricted shares and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense			$ 1,970	$ 2,221	4,776	$ 4,454
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense					$ 0	$ 0
Minimum | Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for shares/RSUs granted					10 months 24 days
Maximum | Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for shares/RSUs granted					3 years
Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		102
Dividends | Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		49

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Leases - Summary of Leases as Lessor (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Lessor, Lease, Description [Line Items]
Reserve for straight-line receivables		$ 484	$ (1,636)	$ (2,127)	$ (2,671)
Operating Leases, Lease Income
Base rent		87,944	90,670	174,018	181,103
Percentage and specialty rent		633	450	1,157	1,325
Tenant recoveries		24,413	23,823	50,441	49,565
Lease termination fee income		759	252	1,438	376
Other lease-related income		1,468	1,044	2,777	2,549
Straight-line rental income, net		787	(1,284)	1,207	(943)
Uncollectible lease income, net		4,773	(19,495)	8,317	(20,377)
Amortization of above and below market lease intangibles and lease inducements		462	1,343	1,264	1,900
Lease income		121,239	96,803	240,619	215,498
COVID-19
Lessor, Lease, Description [Line Items]
Variable lease income from lease concessions		905	0	2,146	0
Decrease in base rent from lease concessions		700	$ 28	3,309	$ 28
Base rent from lease concessions related to prior periods		310		1,585
Lease concessions to defer base rent executed during the period	$ 54
Lease concessions to abate and/or defer base rent executed during the period	694
Deferred lease concessions outstanding	$ 3,771	$ 3,771		$ 3,771
Weighted average repayment period	6 months

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Debt - Summary of Mortgages Payable (Details) - USD ($) $ in Thousands			6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2021
Debt Instrument [Line Items]
Mortgages payable	$ 1,760,962		$ 1,760,962
Weighted average interest rate (as a percent)	4.19%		4.19%
Mortgages payable
Debt Instrument [Line Items]
Discount, net of accumulated amortization	$ (428)	$ (450)	$ (428)
Capitalized loan fees, net of accumulated amortization	(160)	(192)	(160)
Mortgages payable, net	90,374	91,514	90,374
Scheduled principal payments related to amortizing loans			1,194
Fixed rate debt
Debt Instrument [Line Items]
Mortgages payable	$ 1,760,962		$ 1,760,962
Weighted average interest rate (as a percent)	4.19%		4.19%
Fixed rate debt | Mortgages payable
Debt Instrument [Line Items]
Mortgages payable	$ 90,962	$ 92,156	$ 90,962
Weighted average interest rate (as a percent)	4.37%	4.36%	4.37%
Weighted average years to maturity	3 years 6 months	4 years 1 month 6 days
Minimum | Mortgages payable
Debt Instrument [Line Items]
Fixed interest rate (as a percent)	3.75%	3.75%	3.75%
Maximum | Mortgages payable
Debt Instrument [Line Items]
Fixed interest rate (as a percent)	4.82%	4.82%	4.82%

XML

Debt - Summary of Unsecured Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Principal balance	$ 1,187,044	$ 1,186,000
Weighted average interest rate (as a percent)	4.19%
Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 1,200,000	1,200,000
Discount, net of accumulated amortization	(6,044)	(6,473)
Capitalized loan fees, net of accumulated amortization	$ (6,912)	$ (7,527)
Weighted average interest rate (as a percent)	4.42%	4.42%
4.58% Notes Due 2024 | Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 150,000	$ 150,000
Stated interest rate (as a percent)	4.58%	4.58%
4.00% Notes Due 2025 | Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 350,000	$ 350,000
Stated interest rate (as a percent)	4.00%	4.00%
4.08% Notes Due 2026 | Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 100,000	$ 100,000
Stated interest rate (as a percent)	4.08%	4.08%
4.24% Notes Due 2028 | Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 100,000	$ 100,000
Stated interest rate (as a percent)	4.24%	4.24%
4.82% Notes Due 2029 | Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 100,000	$ 100,000
Stated interest rate (as a percent)	4.82%	4.82%
4.75% Notes Due 2030 | Senior Notes
Debt Instrument [Line Items]
Principal balance	$ 400,000	$ 400,000
Stated interest rate (as a percent)	4.75%	4.75%

XML

Debt - Summary of Term Loans and Revolving Line of Credit (Details) $ in Thousands			1 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($) property	Dec. 31, 2020 USD ($)	Aug. 04, 2021 USD ($) property	Dec. 31, 2020 USD ($)	Apr. 23, 2018 USD ($)
Term Loans and Line of Credit Facility [Line Items]
Unsecured term loans	$ 467,895	$ 467,559		$ 467,559
Unsecured revolving line of credit	0	0		0
Unsecured term loans
Term Loans and Line of Credit Facility [Line Items]
Unsecured term loans	470,000	470,000		470,000
Capitalized loan fees, net of accumulated amortization	(2,105)	(2,441)		(2,441)
Term loans, net	467,895	467,559		467,559
Unsecured credit facility term loan due 2021
Term Loans and Line of Credit Facility [Line Items]
Repayment of unsecured term loan				250,000
Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Principal amount	200,000
Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Principal amount	120,000
Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Principal amount	150,000
Fixed rate debt | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Unsecured term loans	$ 200,000	$ 200,000		200,000
Interest rate on term loans (as a percent)	4.10%	4.10%
Fixed rate debt | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Unsecured term loans	$ 120,000	$ 120,000		120,000
Interest rate on term loans (as a percent)	2.88%	2.88%
Fixed rate debt | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Unsecured term loans	$ 150,000	$ 150,000		150,000
Interest rate on term loans (as a percent)	3.37%	3.37%
Variable rate debt | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Unsecured revolving line of credit	$ 0	$ 0		$ 0
Interest rate on revolving line of credit (as a percent)	1.20%	1.25%		1.25%
Two $100,000 interest rate swaps maturing in 2023
Term Loans and Line of Credit Facility [Line Items]
Variable rate debt swapped to fixed rate	$ 200,000
Fixed interest rate (as a percent)	2.85%
Two $100,000 interest rate swaps maturing in 2023 | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Variable rate debt swapped to fixed rate	$ 200,000
Fixed interest rate (as a percent)	2.85%
Three $40,000 interest rate swaps maturing in 2024
Term Loans and Line of Credit Facility [Line Items]
Variable rate debt swapped to fixed rate	$ 120,000
Fixed interest rate (as a percent)	1.68%
Three $40,000 interest rate swaps maturing in 2024 | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Variable rate debt swapped to fixed rate	$ 120,000
Fixed interest rate (as a percent)	1.68%
Three $50,000 interest rate swaps maturing in 2026
Term Loans and Line of Credit Facility [Line Items]
Variable rate debt swapped to fixed rate	$ 150,000
Fixed interest rate (as a percent)	1.77%
Three $50,000 interest rate swaps maturing in 2026 | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable rate debt swapped to fixed rate	$ 150,000
Fixed interest rate (as a percent)	1.77%
LIBOR
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.25%	1.25%
LIBOR | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.20%	1.20%
LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.60%	1.60%
LIBOR | Two $100,000 interest rate swaps maturing in 2023
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
Variable interest rate spread (as a percent)	1.25%
LIBOR | Two $100,000 interest rate swaps maturing in 2023 | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Three $40,000 interest rate swaps maturing in 2024
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
Variable interest rate spread (as a percent)	1.20%
LIBOR | Three $40,000 interest rate swaps maturing in 2024 | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Three $50,000 interest rate swaps maturing in 2026
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
Variable interest rate spread (as a percent)	1.60%
LIBOR | Three $50,000 interest rate swaps maturing in 2026 | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Reference rate for variable interest rate	LIBOR
Minimum | LIBOR | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.20%
Minimum | LIBOR | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.20%
Minimum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.50%
Maximum | LIBOR | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.85%
Maximum | LIBOR | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.70%
Maximum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	2.20%
Fifth Amended and Restated Credit Agreement | Unsecured Credit Facility
Term Loans and Line of Credit Facility [Line Items]
Aggregate borrowing capacity					$ 1,100,000
Additional borrowing capacity	$ 500,000
Maximum borrowing capacity	$ 1,350,000
Fifth Amended and Restated Credit Agreement | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Revolving line of credit, number of extension options | property	2
Revolving line of credit, period of extension of maturity (in years)	6 months
Revolving line of credit, extension fee as a percentage of commitment amount	0.075%
Aggregate borrowing capacity	$ 850,000				850,000
Fifth Amended and Restated Credit Agreement | Unsecured credit facility term loan due 2021
Term Loans and Line of Credit Facility [Line Items]
Principal amount					$ 250,000
Fifth Amended and Restated Credit Agreement | Minimum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)	0.15%
Fifth Amended and Restated Credit Agreement | Minimum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.05%
Fifth Amended and Restated Credit Agreement | Maximum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)	0.30%
Fifth Amended and Restated Credit Agreement | Maximum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.50%
Investment grade rated | Minimum | LIBOR | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	0.85%
Investment grade rated | Minimum | LIBOR | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	0.80%
Investment grade rated | Minimum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.35%
Investment grade rated | Maximum | LIBOR | Term Loan Due 2023
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.65%
Investment grade rated | Maximum | LIBOR | Term Loan Due 2024
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.65%
Investment grade rated | Maximum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	2.25%
Investment grade rated | Fifth Amended and Restated Credit Agreement | Minimum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)	0.125%
Investment grade rated | Fifth Amended and Restated Credit Agreement | Minimum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	0.825%
Investment grade rated | Fifth Amended and Restated Credit Agreement | Maximum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)	0.30%
Investment grade rated | Fifth Amended and Restated Credit Agreement | Maximum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)	1.55%
Subsequent events | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Principal amount			$ 150,000
Subsequent events | Minimum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			1.20%
Subsequent events | Maximum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			1.70%
Subsequent events | Sixth Amended and Restated Credit Agreement | Unsecured Credit Facility
Term Loans and Line of Credit Facility [Line Items]
Additional borrowing capacity			$ 750,000
Maximum borrowing capacity			$ 1,600,000
Subsequent events | Sixth Amended and Restated Credit Agreement | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Revolving line of credit, number of extension options | property			2
Revolving line of credit, period of extension of maturity (in years)			6 months
Revolving line of credit, extension fee as a percentage of commitment amount			0.075%
Aggregate borrowing capacity			$ 850,000
Subsequent events | Sixth Amended and Restated Credit Agreement | Minimum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)			0.15%
Subsequent events | Sixth Amended and Restated Credit Agreement | Minimum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			1.05%
Subsequent events | Sixth Amended and Restated Credit Agreement | Maximum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)			0.30%
Subsequent events | Sixth Amended and Restated Credit Agreement | Maximum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			1.50%
Subsequent events | Investment grade rated | Minimum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			0.75%
Subsequent events | Investment grade rated | Maximum | LIBOR | Term Loan Due 2026
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			1.60%
Subsequent events | Investment grade rated | Sixth Amended and Restated Credit Agreement | Minimum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)			0.125%
Subsequent events | Investment grade rated | Sixth Amended and Restated Credit Agreement | Minimum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			0.725%
Subsequent events | Investment grade rated | Sixth Amended and Restated Credit Agreement | Maximum | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Facility fee (as a percent)			0.30%
Subsequent events | Investment grade rated | Sixth Amended and Restated Credit Agreement | Maximum | LIBOR | Unsecured credit facility revolving line of credit
Term Loans and Line of Credit Facility [Line Items]
Variable interest rate spread (as a percent)			1.40%

XML

Debt - Summary of Unsecured Term Loans (Details) - USD ($) $ in Thousands			1 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Aug. 04, 2021
Term Loan Due 2023
Debt Instrument [Line Items]
Term of debt issuance	7 years
Principal amount	$ 200,000
Additional borrowing capacity	100,000
Maximum borrowing capacity	$ 300,000
Term Loan Due 2024
Debt Instrument [Line Items]
Term of debt issuance	5 years
Principal amount	$ 120,000
Additional borrowing capacity	$ 130,000
Term Loan Due 2026
Debt Instrument [Line Items]
Term of debt issuance	7 years
Principal amount	$ 150,000
Additional borrowing capacity	100,000
Term Loan Due 2024 and Term Loan Due 2026
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 500,000
LIBOR
Debt Instrument [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Term Loan Due 2023
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.25%	1.25%
LIBOR | Term Loan Due 2024
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.20%	1.20%
LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.60%	1.60%
Minimum | LIBOR | Term Loan Due 2023
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.20%
Minimum | LIBOR | Term Loan Due 2024
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.20%
Minimum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.50%
Maximum | LIBOR | Term Loan Due 2023
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.85%
Maximum | LIBOR | Term Loan Due 2024
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.70%
Maximum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	2.20%
Investment grade rated | Minimum | LIBOR | Term Loan Due 2023
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	0.85%
Investment grade rated | Minimum | LIBOR | Term Loan Due 2024
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	0.80%
Investment grade rated | Minimum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.35%
Investment grade rated | Maximum | LIBOR | Term Loan Due 2023
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.65%
Investment grade rated | Maximum | LIBOR | Term Loan Due 2024
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	1.65%
Investment grade rated | Maximum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)	2.25%
Subsequent events | Term Loan Due 2026
Debt Instrument [Line Items]
Principal amount			$ 150,000
Subsequent events | Minimum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)			1.20%
Subsequent events | Maximum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)			1.70%
Subsequent events | Investment grade rated | Minimum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)			0.75%
Subsequent events | Investment grade rated | Maximum | LIBOR | Term Loan Due 2026
Debt Instrument [Line Items]
Variable interest rate spread (as a percent)			1.60%

XML

Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity
2021	$ 1,215
2022	26,641
2023	231,758
2024	271,737
2025	351,809
Thereafter	877,802
Total	$ 1,760,962
Long-term Debt, Weighted Average Interest Rate
2021	4.08%
2022	4.81%
2023	4.10%
2024	3.83%
2025	4.00%
Thereafter	4.37%
Total	4.19%
Mortgages payable
Debt Instrument [Line Items]
Discount, net of accumulated amortization	$ (428)	$ (450)
Capitalized loan fees, net of accumulated amortization	(160)	(192)
Unsecured term loans
Debt Instrument [Line Items]
Capitalized loan fees, net of accumulated amortization	(2,105)
Unsecured notes payable
Debt Instrument [Line Items]
Discount, net of accumulated amortization	(6,044)	(6,473)
Capitalized loan fees, net of accumulated amortization	$ (6,912)	$ (7,527)
Long-term Debt, Weighted Average Interest Rate
Total	4.42%	4.42%
Consolidated indebtedness
Debt Instrument [Line Items]
Weighted average years to maturity	5 years 4 months 24 days
Fixed rate debt
Long-term Debt, Fiscal Year Maturity
2021	$ 1,215
2022	26,641
2023	231,758
2024	271,737
2025	351,809
Thereafter	877,802
Total	$ 1,760,962
Long-term Debt, Weighted Average Interest Rate
2021	4.08%
2022	4.81%
2023	4.10%
2024	3.83%
2025	4.00%
Thereafter	4.37%
Total	4.19%
Fixed rate debt | Mortgages payable
Debt Instrument [Line Items]
Weighted average years to maturity	3 years 6 months	4 years 1 month 6 days
Long-term Debt, Fiscal Year Maturity
2021	$ 1,215
2022	26,641
2023	31,758
2024	1,737
2025	1,809
Thereafter	27,802
Total	$ 90,962	$ 92,156
Long-term Debt, Weighted Average Interest Rate
Total	4.37%	4.36%
Fixed rate debt | Unsecured term loans
Long-term Debt, Fiscal Year Maturity
2021	$ 0
2022	0
2023	200,000
2024	120,000
2025	0
Thereafter	150,000
Total	470,000
Fixed rate debt | Unsecured notes payable
Long-term Debt, Fiscal Year Maturity
2021	0
2022	0
2023	0
2024	150,000
2025	350,000
Thereafter	700,000
Total	$ 1,200,000
Variable rate debt
Long-term Debt, Weighted Average Interest Rate
2021	0.00%
2022	1.20%
2023	0.00%
2024	0.00%
2025	0.00%
Thereafter	0.00%
Total	1.20%
Variable rate debt | Unsecured revolving line of credit
Long-term Debt, Fiscal Year Maturity
2021	$ 0
2022	0
2023	0
2024	0
2025	0
Thereafter	0
Total	$ 0
4.58% Notes Due 2024 | Unsecured notes payable
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.58%	4.58%
4.00% Notes Due 2025 | Unsecured notes payable
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.00%	4.00%
4.08% Notes Due 2026 | Unsecured notes payable
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.08%	4.08%
4.24% Notes Due 2028 | Unsecured notes payable
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.24%	4.24%
4.82% Notes Due 2029 | Unsecured notes payable
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.82%	4.82%
4.75% Notes Due 2030 | Unsecured notes payable
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.75%	4.75%
Two $100,000 interest rate swaps maturing in 2023
Debt Instrument [Line Items]
Variable rate debt swapped to fixed rate	$ 200,000
Fixed interest rate (as a percent)	2.85%
Three $40,000 interest rate swaps maturing in 2024
Debt Instrument [Line Items]
Variable rate debt swapped to fixed rate	$ 120,000
Fixed interest rate (as a percent)	1.68%
Three $50,000 interest rate swaps maturing in 2026
Debt Instrument [Line Items]
Variable rate debt swapped to fixed rate	$ 150,000
Fixed interest rate (as a percent)	1.77%
LIBOR
Debt Instrument [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Two $100,000 interest rate swaps maturing in 2023
Debt Instrument [Line Items]
Reference rate for variable interest rate	LIBOR
Variable interest rate spread (as a percent)	1.25%
LIBOR | Three $40,000 interest rate swaps maturing in 2024
Debt Instrument [Line Items]
Reference rate for variable interest rate	LIBOR
Variable interest rate spread (as a percent)	1.20%
LIBOR | Three $50,000 interest rate swaps maturing in 2026
Debt Instrument [Line Items]
Reference rate for variable interest rate	LIBOR
Variable interest rate spread (as a percent)	1.60%

XML

Derivatives - Schedule of Derivative Instruments (Details) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021 USD ($) instrument	Jun. 30, 2021 USD ($) instrument	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) instrument	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) instrument
Derivative [Line Items]
Interest expense		$ 18,776	$ 19,360	$ 37,528	$ 36,406
Two $100,000 interest rate swaps maturing in 2023
Derivative [Line Items]
Notional	$ 200,000	$ 200,000		$ 200,000
Fixed interest rate (as a percent)	2.85%	2.85%		2.85%
Three $40,000 interest rate swaps maturing in 2024
Derivative [Line Items]
Notional	$ 120,000	$ 120,000		$ 120,000
Fixed interest rate (as a percent)	1.68%	1.68%		1.68%
Three $50,000 interest rate swaps maturing in 2026
Derivative [Line Items]
Notional	$ 150,000	$ 150,000		$ 150,000
Fixed interest rate (as a percent)	1.77%	1.77%		1.77%
Cash flow hedges | Interest rate swaps
Derivative [Line Items]
Number of instruments | instrument	8	8		8		8
Amount expected to be reclassified to interest expense over the next 12 months	$ 9,789
Notional	470,000	$ 470,000		$ 470,000		$ 470,000
Fair value of derivative liability	$ 22,827	22,827		22,827		$ 31,666
Interest expense		$ 18,776	$ 19,360	$ 37,528	$ 36,406
Cash flow hedges | Two $100,000 interest rate swaps maturing in 2023
Derivative [Line Items]
Number of instruments | instrument	2	2		2
Notional	$ 200,000	$ 200,000		$ 200,000
Fixed interest rate (as a percent)	2.85%	2.85%		2.85%
Cash flow hedges | Three $40,000 interest rate swaps maturing in 2024
Derivative [Line Items]
Number of instruments | instrument	3	3		3
Notional	$ 120,000	$ 120,000		$ 120,000
Fixed interest rate (as a percent)	1.68%	1.68%		1.68%
Cash flow hedges | Three $50,000 interest rate swaps maturing in 2026
Derivative [Line Items]
Number of instruments | instrument	3	3		3
Notional	$ 150,000	$ 150,000		$ 150,000
Fixed interest rate (as a percent)	1.77%	1.77%		1.77%
Cash flow hedges | Two $100,000 and one $50,000 interest rate swaps maturing in 2021
Derivative [Line Items]
Number of instruments | instrument						3
Notional						$ 250,000
Fair value of derivative liability						1,699
Interest expense				$ 64
LIBOR
Derivative [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Two $100,000 interest rate swaps maturing in 2023
Derivative [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Three $40,000 interest rate swaps maturing in 2024
Derivative [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Three $50,000 interest rate swaps maturing in 2026
Derivative [Line Items]
Reference rate for variable interest rate	LIBOR
LIBOR | Cash flow hedges
Derivative [Line Items]
Reference rate for variable interest rate	one-month floating rate LIBOR
Unsecured credit facility term loan due 2021
Derivative [Line Items]
Repayment of unsecured term loan						$ 250,000

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Derivatives - Interest Rate Swaps Designated as Cash Flow Hedges (Details) - Interest rate swaps - Cash flow hedges $ in Thousands	Jun. 30, 2021 USD ($) instrument	Dec. 31, 2020 USD ($) instrument
Derivative [Line Items]
Number of instruments | instrument	8	8
Notional | $	$ 470,000	$ 470,000

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Derivatives - Estimated Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Interest rate swaps | Cash flow hedges
Derivatives, Fair Value [Line Items]
Fair value of derivative liability	$ 22,827	$ 31,666

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Derivatives - Effect on Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Derivative Instruments, (Gain) Loss [Line Items]
Interest expense presented in the Statements of Operations in which the effects of cash flow hedges are recorded	$ 18,776	$ 19,360	$ 37,528	$ 36,406
Interest rate swaps | Cash flow hedges
Derivative Instruments, (Gain) Loss [Line Items]
Amount of loss (gain) recognized in other comprehensive income on derivative	1,717	2,301	(3,889)	30,954
Amount of loss reclassified from AOCI into income	2,501	2,995	5,014	4,066
Interest expense presented in the Statements of Operations in which the effects of cash flow hedges are recorded	$ 18,776	$ 19,360	$ 37,528	$ 36,406

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Equity (Details) - USD ($) shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Apr. 01, 2021
2015 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Maximum authorized amount for stock repurchases	$ 500,000
Number of common shares repurchased	0	0
Remaining authorized repurchase amount	$ 189,105
2021 ATM Equity Program
Equity, Class of Treasury Stock [Line Items]
Maximum aggregate offering price			$ 250,000
Number of common shares sold	0
Aggregate offering price of remaining shares available for sale	$ 250,000

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Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Numerator:
Net income (loss)			$ 15,387	$ (7,347)	$ 20,100	$ 15,010
Net loss attributable to noncontrolling interests			9	0	9	0
Net income (loss) attributable to common shareholders			15,396	(7,347)	20,109	15,010
Earnings allocated to unvested restricted shares			(69)	(135)	(119)	(244)
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares			$ 15,327	$ (7,482)	$ 19,990	$ 14,766
Denominator for earnings (loss) per common share – basic:
Weighted average number of common shares outstanding			213,813	213,337	213,732	213,276
Effect of dilutive securities:
Stock options			0	0	0	0
RSUs			256	0	477	0
Denominator for earnings (loss) per common share – diluted:
Weighted average number of common and common equivalent shares outstanding			214,069	213,337	214,209	213,276
Earnings Per Share, Other Disclosures
Weighted average number of shares of restricted common stock			939	825	909	751
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Number of options outstanding	10	16	10	16	10	16
Weighted average exercise price of outstanding options (in dollars per share)	$ 15.12	$ 15.87	$ 15.12	$ 15.87	$ 15.12	$ 15.87
Weighted average number of RSUs			1,166	974	1,162	971
Restricted shares
Earnings Per Share, Other Disclosures
Unvested restricted common stock	904	868	904	868	904	868	685
Stock options
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Number of outstanding options that would be anti-dilutive	10	16
Weighted average exercise price of outstanding options excluded from diluted EPS (in dollars per share)	$ 15.12	$ 15.87	$ 15.12	$ 15.87	$ 15.12	$ 15.87
RSUs
Earnings Per Share, Other Disclosures
Unvested restricted common stock	1,166		1,166		1,166		974
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Number of RSUs eligible for future conversion	1,166	974	1,166	974	1,166	974

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Provision for Impairment of Investment Properties - Impairment Indicators (Details) - property	Jun. 30, 2021	Jun. 30, 2020
Impaired Long-Lived Assets Held and Used [Line Items]
Number of properties for which indicators of impairment were identified	6	2
Number of properties for which an impairment charge was recorded	0	0
Number of properties held for sale with impairment indicators but not impaired	2	0
Remaining properties with impairment indicators but not impaired	4	2
Weighted average percentage by which projected undiscounted cash flows exceeded carrying value for remaining properties	172.00%	166.00%

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Provision for Impairment of Investment Properties - Impairment Charges (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($) ft²	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($) ft²	Dec. 31, 2020 USD ($)
Impaired Long-Lived Assets Held and Used [Line Items]
Provision for impairment of investment properties	$ 0	$ 0	$ 0	$ 346	$ 2,279
Estimated fair value of impaired property as of impairment date				$ 11,644
King Philip's Crossing
Impaired Long-Lived Assets Held and Used [Line Items]
Square footage | ft²		105,900		105,900
Provision for impairment of investment properties				$ 346

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Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Financial liabilities:
Mortgages payable, net	$ 90,374	$ 91,514
Unsecured notes payable, net	1,187,044	1,186,000
Unsecured term loans, net	467,895	467,559
Unsecured revolving line of credit	0	0
Carrying Value
Financial liabilities:
Mortgages payable, net	90,374	91,514
Unsecured notes payable, net	1,187,044	1,186,000
Unsecured term loans, net	467,895	467,559
Unsecured revolving line of credit	0	0
Derivative liability	22,827	31,666
Fair Value
Financial liabilities:
Mortgages payable, net	91,982	93,664
Unsecured notes payable, net	1,295,501	1,253,928
Unsecured term loans, net	470,238	464,072
Unsecured revolving line of credit	0	0
Derivative liability	$ 22,827	$ 31,666

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Fair Value Measurements - Recurring Fair Value Measurements (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 22,827	$ 31,666
Fair value, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 22,827	$ 31,666

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Fair Value Measurements - Nonrecurring Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for impairment	$ 0	$ 0	$ 0	$ 346	$ 2,279
Nonrecurring Fair Value Measurements
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of investment property					2,500
Nonrecurring Fair Value Measurements | Fair Value, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of investment property					$ 2,500

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Fair Value Measurements - Fair Value Disclosures (Details) $ in Thousands	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Mortgages payable, net	$ 90,374	$ 91,514
Unsecured notes payable, net	1,187,044	1,186,000
Unsecured term loans, net	467,895	467,559
Unsecured revolving line of credit	0	0
Fair Value, Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unsecured notes payable, net	817,633	790,379
Fair Value, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Mortgages payable, net	91,982	93,664
Unsecured notes payable, net	477,868	463,549
Unsecured term loans, net	470,238	464,072
Unsecured revolving line of credit	0	0
Fair Value, Total
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Mortgages payable, net	91,982	93,664
Unsecured notes payable, net	1,295,501	1,253,928
Unsecured term loans, net	470,238	464,072
Unsecured revolving line of credit	0	0
Unsecured notes payable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unsecured notes payable, net	$ 1,200,000	$ 1,200,000
Discount rate | Unsecured revolving line of credit
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input for measuring debt	0.0110	0.0168
Minimum | Discount rate | Mortgages payable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input for measuring debt	0.032	0.035
Maximum | Discount rate | Mortgages payable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input for measuring debt	0.044	0.042
Weighted average | Discount rate | Unsecured notes payable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input for measuring debt	0.0314	0.0384
Weighted average | Discount rate | Unsecured term loans
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input for measuring debt	0.0133	0.0171

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Commitments and Contingencies (Details) $ in Thousands		6 Months Ended
	Jun. 30, 2021 USD ($) property	Jun. 30, 2021 USD ($) property	Jun. 30, 2020 USD ($)
Commitments and Contingencies [Line Items]
Amount of letters of credit outstanding	$ 291	$ 291
Number of properties with letters of credit | property	1	1
Aggregate proceeds, net		$ 0	$ 11,369
Circle East
Commitments and Contingencies [Line Items]
Redevelopment costs incurred	$ 28,929	28,929
Circle East | Minimum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	46,000	46,000
Circle East | Maximum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	48,000	48,000
One Loudoun Downtown - Pads G & H
Commitments and Contingencies [Line Items]
Redevelopment costs incurred	95,546	95,546
One Loudoun Downtown - Pads G & H | Minimum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	125,000	125,000
One Loudoun Downtown - Pads G & H | Maximum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	135,000	135,000
The Shoppes at Quarterfield
Commitments and Contingencies [Line Items]
Redevelopment costs incurred	4,266	4,266
The Shoppes at Quarterfield | Minimum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	9,700	9,700
The Shoppes at Quarterfield | Maximum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	10,700	10,700
Southlake Town Square - Pad
Commitments and Contingencies [Line Items]
Redevelopment costs incurred	2,154	2,154
Southlake Town Square - Pad | Minimum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	2,000	2,000
Southlake Town Square - Pad | Maximum
Commitments and Contingencies [Line Items]
Net estimated redevelopment costs	2,500	$ 2,500
Circle East, air rights
Commitments and Contingencies [Line Items]
Aggregate proceeds, net	$ 11,820

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Litigation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Litigation Settlement [Abstract]
Gain on litigation settlement	$ 0	$ 0	$ 0	$ 6,100

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Subsequent Events (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended
	Jul. 09, 2021 $ / shares	Aug. 04, 2021 USD ($) ft² $ / shares	Jun. 30, 2021 $ / shares	Jun. 30, 2021 $ / shares	Jun. 30, 2020 $ / shares	Jul. 18, 2021 shares
Subsequent Event [Line Items]
Dividends declared to common shareholders (in dollars per share)			$ 0.075	$ 0.145	$ 0.165625
Subsequent events | Sixth Amended and Restated Credit Agreement | Unsecured credit facility revolving line of credit
Subsequent Event [Line Items]
Aggregate borrowing capacity | $		$ 850,000
Subsequent events | Arcadia Village
Subsequent Event [Line Items]
Square footage | ft²		37,000
Acquisition price | $		$ 21,000
Subsequent events | Class A common stock
Subsequent Event [Line Items]
Dividends paid to common shareholders (in dollars per share)	$ 0.075
Dividends declared to common shareholders (in dollars per share)		$ 0.075
Subsequent events | Kite Realty Group Trust | RPAI
Subsequent Event [Line Items]
Common share conversion rate per Merger Agreement (in shares) | shares						0.623