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 September 30, 2014

Commission File Number: 001-34698 (Excel Trust, Inc.)

Commission File Number: 000-54962 (Excel Trust, L.P.)

EXCEL TRUST, INC.

EXCEL TRUST, L.P.

(Exact name of registrant as specified in its charter)

Excel Trust, Inc.	Maryland	27-1493212
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Excel Trust, L.P.	Delaware	27-1495445
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Excel Centre

17140 Bernardo Center Drive, Suite 300

San Diego, California 92128

(Address of principal executive office, including zip code)

(858) 613-1800

(Registrant’s telephone number, including area code)

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.

Excel Trust, Inc.    Yes  x    No  ¨

Excel Trust, L.P.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Excel Trust, Inc.    Yes  x    No  ¨

Excel Trust, L.P.    Yes  x    No  ¨

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

Excel Trust, Inc.:

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Excel Trust, L.P.:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

Excel Trust, Inc.    Yes  ¨    No  x

Excel Trust, L.P.    Yes  ¨    No  x

Number of shares of Excel Trust, Inc. common stock outstanding as of November 5, 2014, $0.01 par value per share: 61,116,408 shares

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2014 of Excel Trust, Inc., a Maryland corporation, and Excel Trust, L.P., a Delaware limited partnership of which Excel Trust, Inc. is the parent company and general partner. Unless stated otherwise or the context otherwise requires, all references in this report to “we,” “our,” “us” or “the Company” refer to Excel Trust, Inc., together with its controlled and consolidated subsidiaries, including Excel Trust, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” refer to Excel Trust, L.P., a Delaware limited partnership, and its controlled and consolidated subsidiaries.

Excel Trust, Inc. is a real estate investment trust, or REIT, and the general partner of the Operating Partnership. As of September 30, 2014, Excel Trust, Inc. owned an approximate 98.3% partnership interest in the Operating Partnership. The remaining 1.7% partnership interests are owned by non-affiliated investors and certain of our directors and executive officers. As the sole general partner of the Operating Partnership, Excel Trust, Inc. exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies.

There are a few differences between Excel Trust, Inc. and the Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand the differences between Excel Trust, Inc. and the Operating Partnership in the context of how Excel Trust, Inc. and the Operating Partnership operate as an interrelated, consolidated company. Excel Trust, Inc. is a REIT, whose only material asset is the partnership interests it holds in the Operating Partnership. As a result, Excel Trust, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company either directly or through its subsidiaries, conducts the operations of the business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from equity issuances by Excel Trust, Inc., which it is required to contribute to the Operating Partnership in exchange for operating partnership units (“OP units”), the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.

Non-controlling interests and stockholders’ equity and partners’ capital are the main areas of difference between the condensed consolidated financial statements of Excel Trust, Inc. and those of Excel Trust, L.P. The partnership interests in the Operating Partnership that are not owned by Excel Trust, Inc. are accounted for as limited partners’ capital in the Operating Partnership’s financial statements and as non-controlling interests in Excel Trust, Inc.’s financial statements. The non-controlling interests in Excel Trust, L.P.’s financial statements include the interests of its joint venture partner AB Dothan, LLC. The non-controlling interests in Excel Trust, Inc.’s financial statements include the same non-controlling interests as Excel Trust, L.P., as well as the owners of limited partnership interests in the Operating Partnership, not including Excel Trust, Inc. The differences between stockholders’ equity, partners’ capital and non-controlling interests result from the differences in the equity issued at the Excel Trust, Inc. and Operating Partnership levels.

We believe combining the quarterly reports on Form 10-Q of Excel Trust, Inc. and the Operating Partnership into this single report results in the following benefits:

• Combined reports better reflect how management and the analyst community view the business as a single operating unit;

• Combined reports enhance investors’ understanding of Excel Trust, Inc. and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;

• Combined reports are more efficient for Excel Trust, Inc. and the Operating Partnership and result in savings in time, effort and expense; and

• Combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.

To help investors understand the significant differences between Excel Trust, Inc. and the Operating Partnership, this report presents the following separate sections for each of Excel Trust, Inc. and the Operating Partnership:

• condensed consolidated financial statements;

• the following notes to the condensed consolidated financial statements:

• Equity/Partners’ Capital;

• Debt; and

• Earnings per Share/Unit;

1

• Liquidity and Capital Resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

• Unregistered Sales of Equity Securities and Use of Proceeds.

This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Excel Trust, Inc. and Excel Trust, L.P. in order to establish that the Chief Executive Officer and the Chief Financial Officer of Excel Trust, Inc. have made the requisite certifications and Excel Trust, Inc. and Excel Trust, L.P. are compliant with Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

2

EXCEL TRUST, INC.

EXCEL TRUST, L.P.

FORM 10-Q — QUARTERLY REPORT

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

PART I	Financial Information	4
Item 1.	Financial Statements of Excel Trust, Inc.	4
	Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	4
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2014 and 2013 (unaudited)	5
	Condensed Consolidated Statements of Equity for the nine months ended September 30, 2014 and 2013 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	8
	Financial Statements of Excel Trust, L.P.
	Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	9
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2014 and 2013 (unaudited)	10
	Condensed Consolidated Statements of Capital for the nine months ended September 30, 2014 and 2013 (unaudited)	11
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	12
	Notes to Condensed Consolidated Financial Statements of Excel Trust, Inc. and Excel Trust, L.P. (unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	57
PART II	Other Information	58
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
Signatures		60

3

PART 1 — FINANCIAL INFORMATION

Item 1. Financial Statements

EXCEL TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	September 30, 2014 (unaudited)			December 31, 2013
ASSETS:
Property:
Land	$	409,013		$	380,366
Buildings		754,860			642,356
Site improvements		69,137			63,242
Tenant improvements		62,454			54,025
Construction in progress		26,697			7,576
Less accumulated depreciation		(83,008	)		(61,479	)
Property, net		1,239,153			1,086,086
Cash and cash equivalents		6,143			3,245
Restricted cash		7,707			8,147
Tenant receivables, net		4,404			5,117
Lease intangibles, net		81,796			78,345
Deferred rent receivable		10,824			9,226
Other assets		36,022			20,135
Investment in unconsolidated entities		8,378			8,520
Total assets(1)	$	1,394,427		$	1,218,821
LIABILITIES AND EQUITY:
Liabilities:
Mortgages payable, net	$	160,837		$	251,191
Notes payable		56,000			179,500
Unsecured notes		348,725			100,000
Accounts payable and other liabilities		40,821			21,700
Lease intangibles, net		36,260			28,114
Dividends/distributions payable		12,918			10,932
Total liabilities(2)		655,561			591,437
Commitments and contingencies
Equity:
Stockholders’ equity
Preferred stock, 50,000,000 shares authorized
7.0% Series A cumulative convertible perpetual preferred stock, $50,000 liquidation preference ($25.00 per share), 1,330,975 and 2,000,000 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		31,746			47,703
8.125% Series B cumulative redeemable preferred stock, $92,000 liquidation preference ($25.00 per share), 3,680,000 shares issued and outstanding at September 30, 2014 and December 31, 2013		88,720			88,720
Common stock, $.01 par value, 200,000,000 shares authorized; 61,116,408 and 48,381,365 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		610			482
Additional paid-in capital		606,040			478,541
Retained Earnings		—			—
Accumulated other comprehensive loss		(22	)		—
Total stockholders’ equity		727,094			615,446
Non-controlling interests		11,772			11,938
Total equity		738,866			627,384
Total liabilities and equity	$	1,394,427		$	1,218,821

⁽¹⁾  Excel Trust, Inc.’s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a variable interest entity (“VIE”) that can only be used to settle the liabilities of that VIE.

⁽²⁾  Excel Trust, Inc.’s consolidated total liabilities at September 30, 2014 and December 31, 2013 include $232 and $220 of accounts payable and other liabilities of a VIE, respectively, that do not have recourse to Excel Trust, Inc.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

EXCEL TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Revenues:
Rental revenue	$	24,750		$	23,556		$	74,836		$	67,685
Tenant recoveries		5,057			5,022			15,168			14,099
Other income		427			353			1,457			954
Total revenues		30,234			28,931			91,461			82,738
Expenses:
Maintenance and repairs		2,030			1,821			6,439			5,239
Real estate taxes		3,148			3,354			9,443			9,312
Management fees		496			698			1,533			1,331
Other operating expenses		1,632			1,845			4,978			4,707
Change in fair value of contingent consideration		—			(10	)		—			(1,568	)
General and administrative		4,289			3,399			12,263			10,536
Depreciation and amortization		11,212			11,637			34,419			34,613
Total expenses		22,807			22,744			69,075			64,170
Operating income		7,427			6,187			22,386			18,568
Interest expense		(6,387	)		(4,728	)		(17,357	)		(13,751	)
Interest income		103			49			206			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		1,218			1,520			5,475			5,180
Income from discontinued operations before gain on sale of real estate assets		—			345			—			481
Gain on sale of real estate assets		—			11,974			—			11,974
Income from discontinued operations		—			12,319			—			12,455
Net income		1,218			13,839			5,475			17,635
Net income attributable to non-controlling interests		(70	)		(356	)		(227	)		(489	)
Net income attributable to Excel Trust, Inc.		1,148			13,483			5,248			17,146
Preferred stock dividends		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred stock		(1,477	)		—			(1,477	)		—
Net (loss) income attributable to the common stockholders	$	(2,830	)	$	10,739		$	(4,218	)	$	8,914
(Loss) income from continuing operations per share attributable to the common stockholders - basic and diluted		(0.05	)		(0.03	)		(0.09	)		(0.08	)
Net (loss) income per share attributable to the common stockholders - basic and diluted	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18
Weighted-average common shares outstanding - basic and diluted		60,389			47,497			52,293			46,674
Dividends declared per common share	$	0.175		$	0.17		$	0.525		$	0.51
Net income	$	1,218		$	13,839		$	5,475		$	17,635
Other comprehensive (loss) income:
Change in unrealized loss on interest rate swaps		—			163			—			476
Change in unrealized loss on investment in equity securities		(22	)		—			(22	)		—
Comprehensive income		1,196			14,002			5,453			18,111
Comprehensive income attributable to non-controlling interests		(70	)		(359	)		(227	)		(500	)
Comprehensive income attributable to Excel Trust, Inc.	$	1,126		$	13,643		$	5,226		$	17,611

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

EXCEL TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)

	Series A Preferred Stock			Series B Preferred Stock		Common Stock						Additional Paid-in Capital			Retained Earnings			Accumulated other Comprehensive Loss			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
						Shares			Amount
Balance at January 1, 2014	$	47,703		$	88,720		48,381,365		$	482		$	460,431		$	18,110		$	—		$	615,446		$	11,938		$	627,384
Reclassification of dividends, see Note 2		—			—		—			—			18,110			(18,110	)		—			—			—			—
Balance at January 1, 2014, as corrected		47,703			88,720		48,381,365			482			478,541			—			—			615,446			11,938			627,384
Net proceeds from sale of common stock		—			—		12,650,000			127			160,427			—			—			160,554			—			160,554
Repurchase of common stock		—			—		(105,775	)		(1	)		(1,406	)		—			—			(1,407	)		—			(1,407	)
Repurchase of preferred stock		(15,957	)		—		—			—			(1,477	)		—			—			(17,434	)		—			(17,434	)
Forfeiture of restricted common stock awards		—			—		(466,864	)		(4	)		4			—			—			—			—			—
Issuance of restricted common stock awards		—			—		657,682			6			(6	)		—			—			—			—			—
Noncash amortization of share-based compensation		—			—		—			—			3,117			—			—			3,117			—			3,117
Common stock dividends		—			—		—			—			(29,869	)		—			—			(29,869	)		—			(29,869	)
Distributions to non-controlling interests		—			—		—			—			—			—			—			—			(943	)		(943	)
Net income		—			—		—			—			—			5,248			—			5,248			227			5,475
Preferred stock dividends		—			—		—			—			(2,741	)		(5,248	)		—			(7,989	)		—			(7,989	)
Change in unrealized loss on investment in equity securities		—			—		—			—			—			—			(22	)		(22	)		—			(22	)
Adjustment for non-controlling interests		—			—		—			—			(550	)		—			—			(550	)		550			—
Balance at September 30, 2014	$	31,746		$	88,720		61,116,408		$	610		$	606,040		$	—		$	(22	)	$	727,094		$	11,772		$	738,866

6

	Series A Preferred Stock		Series B Preferred Stock		Common Stock				Additional Paid-in Capital			Cumulative (Deficit) Retained Earnings			Accumulated other Comprehensive Loss			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
					Shares		Amount
Balance at January 1, 2013	$	47,703	$	88,720		44,905,683	$	448	$	459,151		$	(1,414	)	$	(572	)	$	594,036		$	14,736		$	608,772
Net proceeds from sale of common stock		—		—		3,211,928		32		40,695			—			—			40,727			—			40,727
Issuance of restricted common stock awards		—		—		33,088		—		—			—			—			—			—			—
Redemption of OP units for common stock and cash		—		—		22,074		—		279			—			—			279			(235	)		44
Noncash amortization of share-based compensation		—		—		—		—		1,713			—			—			1,713			—			1,713
Common stock dividends, as corrected (see Note 2)		—		—		—		—		(16,849	)		(7,500	)		—			(24,349	)		—			(24,349	)
Distributions to non-controlling interests		—		—		—		—		—			—			—			—			(990	)		(990	)
Net income		—		—		—		—		—			17,146			—			17,146			489			17,635
Preferred stock dividends, as corrected (see Note 2)		—		—		—		—		—			(8,232	)		—			(8,232	)		—			(8,232	)
Change in unrealized loss on interest rate swaps		—		—		—		—		—			—			465			465			11			476
Adjustment for non-controlling interests		—		—		—		—		(223	)		—			—			(223	)		223			—
Balance at September 30, 2013, as corrected (see Note 2)	$	47,703	$	88,720		48,172,773	$	480	$	484,766		$	—		$	(107	)	$	621,562		$	14,234		$	635,796

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

EXCEL TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013
Cash flows from operating activities:
Net income	$	5,475		$	17,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		34,419			35,306
Changes in fair value of financial instruments and gain on OP unit redemption		—			(230	)
Change in fair value of contingent consideration		—			(1,568	)
Gain on sale of real estate assets		—			(11,974	)
(Income) loss from equity in unconsolidated entities		(240	)		13
Deferred rent receivable		(1,632	)		(2,913	)
Amortization of above- and below-market leases		(136	)		205
Amortization of deferred balances		1,259			1,127
Bad debt expense		469			959
Share-based compensation expense		3,117			1,713
Distributions from unconsolidated entities		417			518
Change in assets and liabilities (net of the effect of acquisitions):
Tenant and other receivables		243			1,295
Other assets		(701	)		(1,289	)
Accounts payable and other liabilities		9,014			2,198
Net cash provided by operating activities		51,704			42,995
Cash flows from investing activities:
Acquisitions of property (including deposits for potential acquisition)		(153,440	)		(121,175	)
Development of property and property improvements		(22,598	)		(16,215	)
Investments in unconsolidated entities		—			(106	)
Return of capital from unconsolidated entities		—			139
Disposition of real estate assets		—			4,355
Purchase of marketable securities		(10,455	)		—
Receipt of master lease payments		507			384
Capitalized leasing costs		(835	)		(1,538	)
Restricted cash		440			(3,439	)
Net cash used in investing activities		(186,381	)		(137,595	)
Cash flows from financing activities:
Issuance of common stock		160,908			41,098
Common stock offering costs		(316	)		—
Repurchase of common stock		(1,407	)		—
Repurchase of preferred stock		(17,434	)		—
Payments on mortgages payable		(90,145	)		(33,771	)
Payments on notes payable		(222,000	)		(40,500	)
Proceeds from notes payable		98,500			159,000
Proceeds from unsecured notes		248,693			—
Distribution to non-controlling interests		(943	)		(971	)
Preferred stock dividends		(8,231	)		(8,232	)
Common stock dividends		(27,641	)		(23,457	)
Deferred financing costs		(2,409	)		(680	)
Net cash provided by financing activities		137,575			92,487
Net increase (decrease)		2,898			(2,113	)
Cash and cash equivalents, beginning of period		3,245			5,596
Cash and cash equivalents, end of period	$	6,143		$	3,483
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized of $459 and $50	$	8,309		$	12,114
Non-cash investing and financing activity:
Assumption of net mortgage debt in connection with property acquisitions	$	—		$	8,204
Liabilities assumed in connection with property acquisitions	$	126		$	140
Dispositions of real estate assets classified as a 1031 exchange (including gain on sale of real estate assets of $10,854)	$	—		$	31,104
Common stock dividends payable	$	10,695		$	8,189
Preferred stock dividends payable	$	2,045		$	2,287
OP unit distributions payable	$	178		$	208
Accrued additions to operating and development properties	$	10,455		$	3,356
Change in unrealized loss on interest rate swaps	$	—		$	476
Change in unrealized loss on investment in equity securities	$	22		$	—
OP unit redemptions (common stock)	$	—		$	279
Reclassification of offering costs	$	—		$	364
Accrued offering costs	$	38		$	—
Reclassification of real estate to held for sale	$	—		$	3,226
Conversion of note receivable to property improvements	$	910		$	—
Accrued profit participation interests	$	1,654		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

EXCEL TRUST, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per unit amounts)

	September 30, 2014 (unaudited)			December 31, 2013
ASSETS:
Property:
Land	$	409,013		$	380,366
Buildings		754,860			642,356
Site improvements		69,137			63,242
Tenant improvements		62,454			54,025
Construction in progress		26,697			7,576
Less accumulated depreciation		(83,008	)		(61,479	)
Property, net		1,239,153			1,086,086
Cash and cash equivalents		6,143			3,245
Restricted cash		7,707			8,147
Tenant receivables, net		4,404			5,117
Lease intangibles, net		81,796			78,345
Deferred rent receivable		10,824			9,226
Other assets		36,022			20,135
Investment in unconsolidated entities		8,378			8,520
Total assets(1)	$	1,394,427		$	1,218,821
LIABILITIES AND CAPITAL:
Liabilities:
Mortgages payable, net	$	160,837		$	251,191
Notes payable		56,000			179,500
Unsecured notes		348,725			100,000
Accounts payable and other liabilities		40,821			21,700
Lease intangibles, net		36,260			28,114
Distributions payable		12,918			10,932
Total liabilities(2)		655,561			591,437
Commitments and contingencies
Capital:
Partners’ capital:
Preferred OP units, 50,000,000 units authorized
7.0% Series A cumulative convertible perpetual preferred units, $50,000 liquidation preference ($25.00 per unit), 1,330,975 and 2,000,000 units issued and outstanding at September 30, 2014 and December 31, 2013, respectively		31,746			47,703
8.125% Series B cumulative redeemable preferred units, $92,000 liquidation preference ($25.00 per unit), 3,680,000 units issued and outstanding at September 30, 2014 and December 31, 2013, respectively		88,720			88,720
Limited partners’ capital, 1,019,523 common OP units issued and outstanding at September 30, 2014 and December 31, 2013, respectively		1,585			2,167
General partner’s capital, 61,116,408 and 48,381,365 common OP units issued and outstanding at September 30, 2014 and December 31, 2013, respectively		615,311			487,133
Accumulated other comprehensive loss		(22	)		—
Total partners’ capital		737,340			625,723
Non-controlling interests		1,526			1,661
Total capital		738,866			627,384
Total liabilities and capital	$	1,394,427		$	1,218,821

⁽¹⁾  Excel Trust, L.P.’s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a VIE that can only be used to settle the liabilities of that VIE.

⁽²⁾  Excel Trust, L.P.’s consolidated total liabilities at September 30, 2014 and December 31, 2013 include $232 and $220 of accounts payable and other liabilities of a VIE, respectively, that do not have recourse to Excel Trust, L.P.

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

EXCEL TRUST, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per unit data)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Revenues:
Rental revenue	$	24,750		$	23,556		$	74,836		$	67,685
Tenant recoveries		5,057			5,022			15,168			14,099
Other income		427			353			1,457			954
Total revenues		30,234			28,931			91,461			82,738
Expenses:
Maintenance and repairs		2,030			1,821			6,439			5,239
Real estate taxes		3,148			3,354			9,443			9,312
Management fees		496			698			1,533			1,331
Other operating expenses		1,632			1,845			4,978			4,707
Change in fair value of contingent consideration		—			(10	)		—			(1,568	)
General and administrative		4,289			3,399			12,263			10,536
Depreciation and amortization		11,212			11,637			34,419			34,613
Total expenses		22,807			22,744			69,075			64,170
Operating income		7,427			6,187			22,386			18,568
Interest expense		(6,387	)		(4,728	)		(17,357	)		(13,751	)
Interest income		103			49			206			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		1,218			1,520			5,475			5,180
Income from discontinued operations before gain on sale of real estate assets		—			345			—			481
Gain on sale of real estate assets		—			11,974			—			11,974
Income from discontinued operations		—			12,319			—			12,455
Net income		1,218			13,839			5,475			17,635
Net income attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
Net income attributable to Excel Trust, L.P.		1,127			13,762			5,201			17,386
Preferred operating unit distributions		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred units		(1,477	)		—			(1,477	)		—
Net (loss) income attributable to the unitholders	$	(2,851	)	$	11,018		$	(4,265	)	$	9,154
(Loss) income from continuing operations per unit attributable to the unitholders - basic and diluted		(0.05	)		(0.03	)		(0.09	)		(0.08	)
Net (loss) income per unit attributable to the unitholders - basic and diluted	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18
Weighted-average common OP units outstanding - basic and diluted		61,409			48,722			53,494			47,905
Distributions declared per common OP unit	$	0.175		$	0.17		$	0.525		$	0.51
Net income	$	1,218		$	13,839		$	5,475		$	17,635
Other comprehensive (loss) income:
Change in unrealized loss on interest rate swaps		—			163			—			476
Change in unrealized loss on investment in equity securities		(22	)		—			(22	)		—
Comprehensive income		1,196			14,002			5,453			18,111
Comprehensive income attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
Comprehensive income attributable to Excel Trust, L.P.	$	1,105		$	13,925		$	5,179		$	17,862

The accompanying notes are an integral part of these condensed consolidated financial statements.

10

EXCEL TRUST, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL

(Dollars in thousands)

(Unaudited)

	Preferred Operating Partnership Units						Limited Partners’ Capital						General Partner’s Capital
	Series A			Series B			Common OP Units			Amount			Common OP Units			Amount			Accumulated other Comprehensive Loss			Total Partners’ Capital			Non- controlling Interests			Total Capital
Balance at January 1, 2014	$	47,703		$	88,720			1,019,523		$	2,166			48,381,365		$	487,134		$	—		$	625,723		$	1,661		$	627,384
Net proceeds from issuance of common OP units		—			—			—			—			12,650,000			160,554			—			160,554			—			160,554
Repurchase of common OP units		—			—			—			—			(105,775	)		(1,407	)		—			(1,407	)		—			(1,407	)
Repurchase of preferred OP units		(15,957	)		—			—			—			—			(1,477	)		—			(17,434	)		—			(17,434	)
Forfeiture of restricted common OP unit awards		—			—			—			—			(466,864	)		—			—			—			—			—
Issuance of restricted common OP unit awards		—			—			—			—			657,682			—			—			—			—			—
Noncash amortization of share-based compensation		—			—			—			—			—			3,117			—			3,117			—			3,117
OP unit distributions		(2,382	)		(5,607	)		—			(534	)		—			(29,869	)		—			(38,392	)		(409	)		(38,801	)
Net income (loss)		2,382			5,607			—			(47	)		—			(2,741	)		—			5,201			274			5,475
Change in unrealized loss on investment in equity securities		—			—			—			—			—			—			(22	)		(22	)		—			(22	)
Balance at September 30, 2014	$	31,746		$	88,720			1,019,523		$	1,585			61,116,408		$	615,311		$	(22	)	$	737,340		$	1,526		$	738,866
	Preferred Operating Partnership Units						Limited Partners’ Capital						General Partner’s Capital
	Series A			Series B			Common OP Units			Amount			Common OP Units			Amount			Accumulated other Comprehensive Loss			Total Partners’ Capital			Non- controlling Interests			Total Capital
Balance at January 1, 2013	$	47,703		$	88,720			1,245,019		$	5,512			44,905,683		$	465,612		$	(620	)	$	606,927		$	1,845		$	608,772
Net proceeds from sale of common OP units		—			—			—			—			3,211,928			40,727			—			40,727			—			40,727
Issuance of restricted common OP unit awards		—			—			—			—			33,088			—			—			—			—			—
Redemption of common OP units		—			—			(19,904	)		(235	)		22,074			279			—			44			—			44
Noncash amortization of share-based compensation		—			—			—			—			—			1,713			—			1,713			—			1,713
OP unit distributions		(2,625	)		(5,607	)		—			(624	)		—			(24,349	)		—			(33,205	)		(366	)		(33,571	)
Net income (loss)		2,625			5,607			—			240			—			8,914			—			17,386			249			17,635
Change in unrealized loss on interest rate swaps		—			—			—			—			—			—			476			476			—			476
Balance at September 30, 2013	$	47,703		$	88,720			1,225,115		$	4,893			48,172,773		$	492,896		$	(144	)	$	634,068		$	1,728		$	635,796

The accompanying notes are an integral part of these condensed consolidated financial statements.

11

EXCEL TRUST, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013
Cash flows from operating activities:
Net income	$	5,475		$	17,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		34,419			35,306
Changes in fair value of financial instruments and gain on OP unit redemption		—			(230	)
Change in fair value of contingent consideration		—			(1,568	)
Gain on sale of real estate assets		—			(11,974	)
(Income) loss from equity in unconsolidated entities		(240	)		13
Deferred rent receivable		(1,632	)		(2,913	)
Amortization of above- and below-market leases		(136	)		205
Amortization of deferred balances		1,259			1,127
Bad debt expense		469			959
Share-based compensation expense		3,117			1,713
Distributions from unconsolidated entities		417			518
Change in assets and liabilities (net of the effect of acquisitions):
Tenant and other receivables		243			1,295
Other assets		(701	)		(1,289	)
Accounts payable and other liabilities		9,014			2,198
Net cash provided by operating activities		51,704			42,995
Cash flows from investing activities:
Acquisitions of property (including deposits for potential acquisition)		(153,440	)		(121,175	)
Development of property and property improvements		(22,598	)		(16,215	)
Investments in unconsolidated entities		—			(106	)
Return of capital from unconsolidated entities		—			139
Disposition of real estate assets		—			4,355
Purchase of equity securities		(10,455	)		—
Receipt of master lease payments		507			384
Capitalized leasing costs		(835	)		(1,538	)
Restricted cash		440			(3,439	)
Net cash used in investing activities		(186,381	)		(137,595	)
Cash flows from financing activities:
Issuance of common OP units		160,592			41,098
Repurchase of common OP units		(1,407	)		—
Repurchase of preferred OP units		(17,434	)		—
Payments on mortgages payable		(90,145	)		(33,771	)
Payments on notes payable		(222,000	)		(40,500	)
Proceeds from notes payable		98,500			159,000
Proceeds from unsecured notes		248,693			—
Distribution to non-controlling interests		(409	)		(366	)
Preferred OP unit distributions		(8,231	)		(8,232	)
Common OP unit distributions		(28,175	)		(24,062	)
Deferred financing costs		(2,409	)		(680	)
Net cash provided by financing activities		137,575			92,487
Net increase (decrease)		2,898			(2,113	)
Cash and cash equivalents, beginning of period		3,245			5,596
Cash and cash equivalents, end of period	$	6,143		$	3,483
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized of $459 and $50	$	8,309		$	12,114
Non-cash investing and financing activity:
Assumption of net mortgage debt in connection with property acquisitions	$	—		$	8,204
Liabilities assumed in connection with property acquisitions	$	126		$	140
Disposition of real estate assets classified as a 1031 exchange (including gain on sale of real estate assets of $10,845)	$	—		$	31,104
Common OP unit distributions payable	$	10,873		$	8,397
Preferred OP unit distributions payable	$	2,045		$	2,287
Accrued additions to operating and development properties	$	10,455		$	3,356
Change in unrealized loss on interest rate swaps	$	—		$	476
Change in unrealized loss on investment in equity securities	$	22		$	—
OP unit redemptions	$	—		$	279
Reclassification of offering costs	$	—		$	364
Accrued offering costs	$	38		$	—
Reclassification of real estate to held for sale	$	—		$	3,226
Conversion of note receivable to property improvements	$	910		$	—
Accrued profit participation interests	$	1,654		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

12

EXCEL TRUST, INC. AND EXCEL TRUST, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization:

Excel Trust, Inc., a Maryland corporation (the “Parent Company”), is a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing value oriented community and power centers, grocery anchored neighborhood centers and freestanding retail properties. It conducts substantially all of its business through its subsidiary, Excel Trust, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Parent Company referred to as the “Company”). The Company seeks investment opportunities throughout the United States, but focuses on the West Coast, East Coast and Sunbelt regions. The Company generally leases anchor space to national and regional supermarket chains, big-box retailers and select national retailers that frequently offer necessity and value oriented items and generate regular consumer traffic.

The Parent Company is the sole general partner of the Operating Partnership and, as of September 30, 2014, owned a 98.3% interest in the Operating Partnership. The remaining 1.7% interest in the Operating Partnership is held by limited partners. Each partner’s percentage interest in the Operating Partnership is determined based on the number of operating partnership units (“OP units”) owned as compared to total OP units (and potentially issuable OP units, as applicable) outstanding as of each period end and is used as the basis for the allocation of net income or loss to each partner.

2. Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying condensed consolidated financial statements of the Company include all the accounts of the Company and all entities in which the Company has a controlling interest. The financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements and have not been audited by independent registered public accountants.

The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate investments in these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.

Cash and Cash Equivalents:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value, due to their short term maturities.

Restricted Cash:

Restricted cash is comprised of impound reserve accounts for property taxes, insurance, capital improvements and tenant improvements.

Accounts Payable and Other Liabilities:

Included in accounts payable and other liabilities are deferred rents in the amount of $3.1 million and $3.5 million at September 30, 2014 and December 31, 2013, respectively.

Revenue Recognition:

The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the

13

lease commencement date. In determining what constitutes the leased asset, the Company evaluates whether the Company or the lessee is the owner, for accounting purposes, of the tenant improvements. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes that it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized on a straight-line basis over the remaining non-cancelable term of the respective lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct improvements. The determination of who is the owner, for accounting purposes, of the tenant improvements is highly subjective and determines the nature of the leased asset and when revenue recognition under a lease begins. The Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:

• whether the lease stipulates how and on what a tenant improvement allowance may be spent;

• whether the tenant or landlord retains legal title to the improvements;

• the uniqueness of the improvements;

• the expected economic life of the tenant improvements relative to the length of the lease;

• the responsible party for construction cost overruns; and

• who constructs or directs the construction of the improvements.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of cash rent due in a year and the amount recorded as rental income is referred to as the “straight-line rent adjustment.” Rental income (net of write-offs for uncollectible amounts) increased by $479,000 and $937,000 in the three months ended September 30, 2014 and 2013, respectively, and by $1.6 million and $2.9 million in the nine months ended September 30, 2014 and 2013, respectively, due to the straight-line rent adjustment. Percentage rent is recognized after tenant sales have exceeded defined thresholds (if applicable) and was $182,000 and $171,000 in the three months ended September 30, 2014 and 2013, respectively, and $579,000 and $741,000 in the nine months ended September 30, 2014 and 2013, respectively.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other operating expenses are recognized as revenues in the period the applicable expenses are incurred or as specified in the leases. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenue on a straight-line basis over the term of the related leases.

Property:

Costs incurred in connection with the development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and related costs and other direct costs incurred during the period of development. The Company capitalizes costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. The Company ceases capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalizes only those costs associated with any remaining portion under construction.

The Company has agreed to provide the developer/manager for development projects at the Plaza at Rockwall, Southlake Park Village, Cedar Square, and Chimney Rock properties with a profit participation interest based on the cash flows of the completed project after the Company has received distributions returning all of its capital investment plus a required rate of return (ranging from an 8% to 12% annualized rate of return). The Company initially records the profit participation interests at the estimated fair value of the obligation at the time of execution of the related agreement. The obligation is adjusted at each reporting date to the greater of the initial fair value at execution, or the amount that would be owed if the obligation were to be settled as of the reporting date. The Company has recorded $3.6 million for the costs related to the grants of these profit participation interests within construction in progress for the respective projects under development. During the three months ended September 30, 2014, the profit participation interest related to the development phase of the Plaza at Rockwall property that was completed during 2014, was settled with the developer for an agreed-upon settlement value of approximately $2.0 million. The settlement was based on 35% of the excess of the estimated fair value of the related real estate after deducting all of the development and operating costs, the investment capital and the required rate of return due to the Company as of the date of settlement. The settlement was comprised of a cash payment of approximately $1.1 million and the conversion of an outstanding note receivable owed by the developer in the amount of $910,000 (including accrued interest of $160,000 – see Note 7 for further discussion).

Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which include HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

14

Property is recorded at cost and is depreciated using the straight-line method over the estimated lives of the assets as follows:

Building and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed:

The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. This assessment considers expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants’ ability to perform their duties and pay rent under the terms of the leases. The determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense, expected to result from the long-lived asset’s use and eventual disposition. The Company’s evaluation as to whether impairment may exist, including estimates of future anticipated cash flows, are highly subjective and could differ materially from actual results in future periods. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. Although the Company’s strategy is to hold its properties over a long-term period, if the strategy changes or market conditions dictate that the sale of properties at an earlier date would be preferable, a property may be classified as held for sale and an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less cost to sell. There was no impairment recorded for the nine months ended September 30, 2014 or 2013.

Investments in Partnerships and Limited Liability Companies:

The Company evaluates its investments in limited liability companies and partnerships to determine whether any such entities may be a VIE and, if a VIE, whether the Company is the primary beneficiary. Generally, an entity is determined to be a VIE when either (1) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support provided by any parties or (2) as a group, the holders of the equity investment lack one or more of the essential characteristics of a controlling financial interest. The primary beneficiary is the entity that has both (1) the power to direct matters that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. In addition, the Company considers the form of ownership interest, voting interest, the size of the investment (including loans) and the rights of other investors to participate in policy making decisions, to replace or remove the manager and to liquidate or sell the entity. The obligation to absorb losses and the right to receive benefits when a reporting entity is affiliated with a VIE must be based on ownership, contractual and/or other pecuniary interests in that VIE.

If the foregoing conditions do not apply, the Company considers whether a general partner or managing member controls a limited partnership or limited liability company. The general partner in a limited partnership or managing member in a limited liability company is presumed to control that limited partnership or limited liability company. The presumption may be overcome if the limited partners or members have either (1) the substantive ability to dissolve the limited partnership or limited liability company or otherwise remove the general partner or managing member without cause or (2) substantive participating rights, which provide the limited partners or members with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited partnership’s or limited liability company’s business and thereby preclude the general partner or managing member from exercising unilateral control over the partnership or company. If these criteria are not met and the Company is the general partner or the managing member, as applicable, the Company will consolidate the partnership or limited liability company.

Investments that are not consolidated, over which the Company exercises significant influence but does not control, are accounted for under the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for the Company’s portion of earnings or losses and for cash contributions and distributions. Under the equity method of accounting, the Company’s investment is reflected in the condensed consolidated balance sheets and its share of net income or loss is included in the condensed consolidated statements of operations and comprehensive income.

For all investments in unconsolidated entities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing, new product initiatives and new collaborative agreements.

Investments in Equity Securities:

The Company, through its Operating Partnership, may hold investments in equity securities in certain publicly-traded companies. The Company does not acquire investments for trading purposes and, as a result, all of the Company’s investments in publicly-traded

15

companies are considered “available-for-sale” and are recorded at fair value. Changes in the fair value of investments classified as available-for-sale are recorded in other comprehensive income (loss). The fair value of the Company’s equity securities in publicly-traded companies is determined based upon the closing trading price of the equity security as of the balance sheet date. The cost of investments sold is determined by the specific identification method, with net realized gains and losses included in other income. For all investments in equity securities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing and new product and service initiatives.

During the three months ended September 30, 2014, the Company purchased approximately 434,000 shares of preferred stock in public companies within the real estate industry for an initial cost basis of approximately $10.4 million.

Investments in equity securities, which are included in other assets on the accompanying consolidated balance sheets, consisted of the following (in thousands):

	September 30, 2014			December 31, 2013
Equity securities, initial cost basis	$	10,455		$	—
Gross unrealized gains		41			—
Gross unrealized losses		(63	)		—
Equity securities, fair value(1)	$	10,433		$	—

⁽¹⁾  Determination of fair value is classified as Level 1 in the fair value hierarchy based on the use of quoted prices in active markets (see section entitled “Fair Value of Financial Instruments” below).

Share-Based Payments:

All share-based payments to employees are recognized in earnings based on their fair value on the date of grant. Through September 30, 2014, the Company has awarded only restricted stock awards under its incentive award plan, which are based on shares of the Parent Company’s common stock. The fair value of equity awards that include only service or performance vesting conditions is determined based on the closing market price of the underlying common stock on the date of grant. The fair value of equity awards that include one or more market vesting conditions is determined based on the use of a widely accepted valuation model. The fair value of equity grants is amortized to general and administrative expense ratably over the requisite service period for awards that include only service vesting conditions and utilizing a graded vesting method (an accelerated vesting method in which the majority of compensation expense is recognized in earlier periods) for awards that include one or more market vesting conditions, adjusted for anticipated forfeitures.

Purchase Accounting:

The Company, with the assistance of independent valuation specialists as needed, records the purchase price of acquired properties as tangible and identified intangible assets and liabilities based on their respective fair values. Tangible assets (building and land) are recorded based upon the Company’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered include an estimate of carrying costs during the expected lease-up periods taking into account current market conditions and costs to execute similar leases. The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, site improvements and leasing costs are based upon current market replacement costs and other relevant market rate information. Additionally, the purchase price of the applicable property is recorded as the above- or below-market value of in-place leases, the value of in-place leases and above- or below-market value of debt assumed, as applicable.

The value recorded as the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between: (1) the contractual amounts to be paid pursuant to the lease over its remaining term, and (2) the Company’s estimate of the amounts that would be paid using fair market rates at the time of acquisition over the remaining term of the lease. The amounts recorded as above-market leases are included in lease intangible assets, net in the Company’s accompanying condensed consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term of the acquired leases with each property. The amounts recorded as below-market lease values are included in lease intangible liabilities, net in the Company’s accompanying condensed consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term plus any below-market fixed price renewal options of the acquired leases with each property.

The value recorded as above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded as above- or below-market debt are included in mortgage payables, net in the Company’s accompanying condensed consolidated balance sheets and are amortized to interest expense over the remaining term of the assumed mortgage.

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Tenant receivables:

Tenant receivables and deferred rent are carried net of the allowances for uncollectible current tenant receivables and deferred rent. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company maintains an allowance for deferred rent receivable arising from the straight-lining of rents. Such allowances are charged to bad debt expense which is included in other operating expenses on the accompanying condensed consolidated statement of operations. The Company’s determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. At September 30, 2014 and December 31, 2013, the Company had $484,000 and $895,000, respectively, in allowances for uncollectible accounts (including straight-line deferred rent receivables) as determined to be necessary to reduce receivables to the estimate of the amount recoverable. During the three months ended September 30, 2014 and 2013, $97,000 and $517,000, respectively, of receivables were charged to bad debt expense. During the nine months ended September 30, 2014 and 2013, $469,000 and $959,000, respectively, of receivables were charged to bad debt expense.

Non-controlling Interests:

Non-controlling interests on the condensed consolidated balance sheets of the Parent Company relate to the OP units that are not owned by the Parent Company and the portion of consolidated joint ventures not owned by the Parent Company. The OP units not held by the Parent Company may be redeemed by the Parent Company at the holder’s option for cash. The Parent Company, at its option, may satisfy the redemption obligation with common stock on a one-for-one basis, which has been further evaluated to determine that permanent equity classification on the balance sheets is appropriate.

During the nine months ended September 30, 2013, a total of 19,904 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Company for redemption, resulting in the issuance of 22,074 shares of the Parent Company’s common stock. The OP units were redeemed for common stock on a one-for-one basis, with additional common stock provided as a result of the accompanying additional redemption obligation that guaranteed consideration equal to $14.00 per OP unit on the date of redemption. The remaining additional redemption obligation of $246,000 associated with the 2011 Edwards Theatres acquisition expired on March 11, 2013 and was reclassified and recognized as a gain in changes in fair value of financial instruments and gain on OP unit redemption (net of a loss of $16,000 on the OP unit redemption) on the accompanying condensed consolidated financial statements. The remaining outstanding OP units related to the 2011 Edwards Theatres acquisition continue to be redeemable by the OP unitholders for cash or common stock on a one-for-one basis (the determination of redemption for cash or common stock is at the Parent Company’s option).

Non-controlling interests on the condensed consolidated balance sheets of the Operating Partnership represent the portion of equity that the Operating Partnership does not own in those entities it consolidates.

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the periods, the Company had deposits in excess of the FDIC insurance limit.

In the three and nine months ended September 30, 2014 and 2013, no tenant accounted for more than 10% of revenues.

At September 30, 2014, the Company’s gross real estate assets in the states of California, Arizona, Utah, Texas and Virginia represented approximately 21.5%, 15.0%, 13.7%, 13.4% and 12.9%, respectively, of the Company’s total assets. At December 31, 2013, the Company’s gross real estate assets in the states of California, Arizona, Virginia and Texas represented approximately 23.9%, 17.6%, 14.7% and 13.7%, respectively, of the Company’s total assets. For the nine months ended September 30, 2014, the Company’s revenues derived from properties located in the states of California, Arizona, Virginia and Texas represented approximately 23.0%, 18.6%, 12.1% and 11.4%, respectively, of the Company’s total revenues. For the nine months ended September 30, 2013, the Company’s revenues derived from properties located in the states of California, Arizona, Virginia and Texas represented approximately 22.5%, 18.2%, 11.8% and 11.2%, respectively, of the Company’s total revenues.

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Fair Value of Financial Instruments:

The Company measures financial instruments and other items at fair value where required under GAAP, but has elected not to measure any additional financial instruments and other items at fair value as permitted under fair value option accounting guidance.

Fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, there is a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the assets or liabilities, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company has used interest rate swaps to manage its interest rate risk (see Note 11). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Changes in the fair value of financial instruments (other than derivative instruments for which an effective hedging relationship exists and available-for-sale securities) are recorded as a charge against earnings in the condensed consolidated statements of operations in the period in which they occur. The Company estimates the fair value of financial instruments at least quarterly based on current facts and circumstances, projected cash flows, quoted market prices and other criteria (primarily utilizing Level 3 inputs). The Company may also utilize the services of independent third-party valuation experts to estimate the fair value of financial instruments, as necessary.

Derivative Instruments:

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, from time to time the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

In addition, from time to time the Company may execute agreements in connection with business combinations that include embedded derivative instruments as part of the consideration provided to the sellers of the properties. Although these embedded derivative instruments are not intended as hedges of risks faced by the Company, they can provide additional consideration to the Company’s selling counterparties and may be a key component of negotiations.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily 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 amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

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The Company records all derivative instruments on the condensed consolidated balance sheets at their fair value. In determining the fair value of derivative instruments, the Company also considers the credit risk of its counterparties, which typically constitute larger financial institutions engaged in providing a wide variety of financial services. These financial institutions generally face similar risks regarding changes in market and economic conditions, including, but not limited to, changes in interest rates, exchange rates, equity and commodity pricing and credit spreads.

Accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative, whether it has been designated as a hedging instrument and whether the hedging relationship has continued to satisfy the criteria to apply hedge accounting. For derivative instruments qualifying as cash flow hedges, the effective portion of changes in the fair value is initially recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in the cash flows of the derivative hedging instrument with the changes in the cash flows of the hedged item or transaction.

The Company formally documents the hedging relationship for all derivative instruments, has accounted for its interest rate swap agreements as cash flow hedges and does not utilize derivative instruments for trading or speculative purposes.

Changes in Accumulated Other Comprehensive Loss:

The following table reflects amounts that were reclassified from accumulated other comprehensive loss and included in earnings for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Parent Company						Operating Partnership
	Nine Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Balance – January 1	$	—		$	(572	)	$	—		$	(620	)
Unrealized loss on interest rate swaps:
Unrealized loss		—			(19	)		—			(19	)
Amount reclassified and recognized in net income(1)		—			495			—			495
Unrealized gain on investment in equity securities:
Unrealized loss		(22	)		—			(22	)		—
Net change in other comprehensive income		(22	)		476			(22	)		476
Total other comprehensive loss allocable to non-controlling interests		—			(11	)		—			—
Balance – September 30	$	(22	)	$	(107	)	$	(22	)	$	(144	)

⁽¹⁾  Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the condensed consolidated statements of operations ($171,000 was recognized in interest expense for the three months ended September 30, 2013 – see Note 11).

Revision to Consolidated Financial Statements:

Subsequent to the issuance of the Parent Company’s consolidated financial statements for the year ended December 31, 2013, the Parent Company determined that certain dividends paid that were reflected as a reduction of additional paid-in capital should have been reflected as a reduction of available retained earnings. The Parent Company reviewed the impact of this correction with respect to the prior period consolidated financial statements and determined that the correction was not material. However, the Parent Company has revised the accompanying condensed consolidated balance sheet at December 31, 2013 to reflect this correction in the prior period. The effect of the correction to the consolidated balance sheets is an increase to additional paid-in capital and a corresponding decrease to retained earnings of $18.1 million at December 31, 2013. The effect of the correction to the consolidated statement of equity for the nine months ended September 30, 2013 was an increase in reported additional paid-in capital from $469.0 million to $484.8 million and a decrease in reported cumulative (deficit) retained earnings from $15.7 million to $0. The condensed consolidated statement of equity for the nine months ended September 30, 2014 included herein reflects a reclassification of $18.1 million from additional paid-in capital to retained earnings relating to the year ended December 31, 2013. This correction had no effect on previously reported revenues, net income, earnings per share, cash flows or total stockholders’ equity.

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Recent Accounting Pronouncements:

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. The Company chose to early adopt ASU 2014-08 on January 1, 2014, which did not have a material impact on the Company’s consolidated financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition – Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update require companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 31, 2016 and for interim periods therein and requires expanded disclosures. The Company is currently assessing the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations.

3. Acquisitions:

The Company completed the following property acquisitions in the nine months ended September 30, 2014, which were acquired for cash (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
The Family Center at Fort Union(1)	September 26, 2014	Midvale, UT	$	—
The Family Center at Orem(1)	September 26, 2014	Orem, UT	$	—

The following summary provides an allocation of purchase price for each of the above acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Purchase Price
The Family Center at Fort Union(2)	$	101,461	$	24,200	$	875	$	(11,048	)	$	15,983	$	131,471
The Family Center at Orem (2)		11,229		4,450		—		(296	)		1,577		16,960
Total	$	112,690	$	28,650	$	875	$	(11,344	)	$	17,560	$	148,431
Remaining useful life(3)						69		81			78

⁽¹⁾  On September 26, 2014, the Company completed the acquisition of a portfolio of two retail shopping centers, which are located in Utah. The purchase price of $148.4 million was paid entirely in cash.

⁽²⁾  As of September 30, 2014, the purchase price allocation related to the acquisition of the Family Center at Fort Union and Family Center at Orem properties was preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimates.

⁽³⁾  Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

The Company completed the following property acquisitions in the nine months ended September 30, 2013, which were acquired for cash unless specified below (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
Tracy Pavilion	January 24, 2013	Tracy, CA	$	—
Stadium Center	July 1, 2013	Manteca, CA	$	—
League City Towne Center	August 1, 2013	League City, TX	$	—
Living Spaces-Promenade(1)	August 27, 2013	Scottsdale, AZ	$	7,268

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The following summary provides an allocation of purchase price for each of the above acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/Discount			Other		Purchase Price
Tracy Pavilion	$	22,611	$	6,193	$	163	$	(1,136	)	$	2,907	$	—		$	—	$	30,738
Stadium Center		28,872		10,284		882		(2,939	)		4,051		—			—		41,150
League City Towne Center		24,767		10,858		315		(1,249	)		4,809		—			—		39,500
Living Spaces-Promenade(1)		1,038		14,514		—		(116	)		1,500		(936	)		—		16,000
Total	$	77,288	$	41,849	$	1,360	$	(5,440	)	$	13,267	$	(936	)	$	—	$	127,388
Remaining useful life(2)						54		108			75		76

⁽¹⁾  On August 27, 2013, the Company acquired a land parcel that was previously not owned at The Promenade retail property in Scottsdale, Arizona (not considered a separate property). The land parcel contains a building, which was constructed by the tenant and is subject to a ground lease.

⁽²⁾  Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

The Company recorded revenues and a net loss for the three and nine months ended September 30, 2014 of $186,000 and $123,000, respectively, related to the 2014 acquisitions. The Company recorded revenues and net income for the three months ended September 30, 2013 of $2.6 million and $414,000, respectively, and for the nine months ended September 30, 2013 of $3.9 million and $401,000, respectively, related to the 2013 acquisitions.

The following unaudited pro forma information for the three and nine months ended September 30, 2014 and 2013 has been prepared to reflect the incremental effect of the properties acquired in 2014 and 2013, as if such acquisitions had occurred on January 1, 2013 and January 1, 2012, respectively (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013
Revenues	$	33,508		$	33,185	$	102,146		$	99,377
Net income (loss)(1)	$	2,153		$	14,649	$	8,004		$	20,626
Earnings per share	$	(0.03	)	$	0.24	$	(0.04	)	$	0.25

⁽¹⁾  Pro forma results for the three and nine months ended September 30, 2014 were adjusted to exclude non-recurring acquisition costs of approximately $291,000 related to the 2014 acquisitions. Pro forma results for the three and nine months ended September 30, 2013 were adjusted to exclude non-recurring acquisition costs of approximately $109,000 and $166,000, respectively, related to the 2013 acquisitions, but to include these costs relating to the 2014 acquisitions.

The Company has entered into purchase agreements to acquire a retail property and outparcels at an existing property, located in California and Maryland, for approximately $59.5 million. The properties comprise approximately 174,000 square feet of gross leasable area. The acquisitions of these properties are subject to due diligence and other customary closing conditions. There can be no assurances that due diligence or other conditions will be satisfied or that the acquisitions will close on the terms described herein, or at all. In addition, as of September 30, 2014, the Company had paid approximately $5.1 million in deposits related to properties that are currently under contract or were acquired subsequent to September 30, 2014. The acquisition of one of these properties, Downtown at the Gardens, was completed on October 1, 2014 (see Note 20 for further discussion).

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4. Lease Intangible Assets, Net

Lease intangible assets, net consisted of the following at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(in thousands)
In-place leases, net of accumulated amortization of $28.2 million and $26.7 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 76 and 78 months as of September 30, 2014 and December 31, 2013, respectively)	$	50,057	$	47,058
Above-market leases, net of accumulated amortization of $8.6 million and $7.5 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 58 and 62 months as of September 30, 2014 and December 31, 2013, respectively)		11,538		13,725
Leasing commissions, net of accumulated amortization of $8.3 million and $7.1 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 95 and 99 months as of September 30, 2014 and December 31, 2013, respectively)		20,201		17,562
	$	81,796	$	78,345

Estimated amortization of lease intangible assets as of September 30, 2014 for each of the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	5,001
2015		16,847
2016		12,679
2017		10,383
2018		8,538
Thereafter		28,348
Total	$	81,796

Amortization expense recorded on the lease intangible assets for the three months ended September 30, 2014 and 2013 was $4.9 million and $5.5 million, respectively. Included in these amounts are $1.2 million and $1.0 million, respectively, of amortization of above-market lease intangible assets recorded against rental revenue. Amortization expense recorded on the lease intangible assets for the nine months ended September 30, 2014 and 2013 was $15.0 million and $18.3 million, respectively. Included in these amounts are $3.1 million and $3.6 million, respectively, of amortization of above-market lease intangible assets recorded against rental revenue.

5. Lease Intangible Liabilities, Net

Lease intangible liabilities, net consisted of the following at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(in thousands)
Below-market leases, net of accumulated amortization of $9.9 million and $7.9 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 108 and 123 months as of September 30, 2014 and December 31, 2013, respectively)	$	36,260	$	28,114

Amortization recorded on the lease intangible liabilities for the three months ended September 30, 2014 and 2013 was $928,000 and $1.1 million, respectively. Amortization recorded on the lease intangible liabilities for the nine months ended September 30, 2014 and 2013 was $3.2 million and $3.4 million, respectively. These amounts were recorded as rental revenue in the Company’s condensed consolidated statements of operations.

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Estimated amortization of lease intangible liabilities as of September 30, 2014 for each of the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	1,421
2015		5,264
2016		4,750
2017		4,378
2018		4,135
Thereafter		16,312
Total	$	36,260

6. Variable Interest Entities

Consolidated Variable Interest Entities

Included within the condensed consolidated financial statements is the 50% owned joint venture with AB Dothan, LLC, that is deemed a VIE, and for which the Company is the primary beneficiary as it has the power to direct activities that most significantly impact the economic performance of the VIE. The joint venture’s activities principally consist of owning and operating a neighborhood retail center with 171,670 square feet of gross leasable area (“GLA”) located in Dothan, Alabama.

As of September 30, 2014 and December 31, 2013, total carrying amount of assets was approximately $15.1 million and $15.5 million, respectively, which includes approximately $13.1 million and $13.3 million, respectively, of real estate assets at the end of each period. As of September 30, 2014 and December 31, 2013, the total carrying amount of liabilities was approximately $12.3 million and $12.4 million, respectively.

7. Note Receivable

In September 2012, the Company extended a note receivable in the amount of $750,000 to a third party developer (the “Developer”). The note receivable bore interest at 10.0% per annum, with the principal and accrued interest due upon maturity and was recourse to the borrower. In August 2014, the note receivable was settled pursuant to a transaction between the Company and the Developer in which the Developer agreed to a redemption of a profit participation interest in future cash flow distributions following completion of a ground-up development at the Company’s wholly-owned Plaza at Rockwall property. In connection with the redemption of the Developer’s interest, the Company agreed to a payment of approximately $2.0 million, comprised of a cash payment of $1.1 million and the conversion of the outstanding balance of the note receivable of $750,000 and accrued interest of $160,000.

8. Debt

Debt of the Parent Company

The Parent Company does not directly hold any indebtedness. All of the Company’s debt is held directly or indirectly by the Operating Partnership. However, the Parent Company has guaranteed the Operating Partnership’s unsecured revolving credit facility (including the letter of credit that secures the redevelopment revenue bonds at the Northside Mall property) and the Operating Partnership’s senior unsecured notes.

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Debt of the Operating Partnership

Mortgages Payable

Mortgages payable held by the Operating Partnership at September 30, 2014 and December 31, 2013 consist of the following (dollars in thousands):

	Carrying Amount of Mortgage Notes				Contractual Interest Rate (September 30, 2014)			Effective Interest Rate (September 30, 2014)			Monthly Payment(1)		Maturity Date
Property Pledged as Collateral	September 30, 2014		December 31, 2013
Edwards Theatres	$	—		11,520		—			—			—		—
Excel Centre		—		12,018		—			—			—		—
Merchant Central		—		4,370		—			—			—		—
Red Rock Commons		—		13,970		—			—			—		—
Gilroy Crossing		—		45,836		—			—			—		—
The Promenade		46,586		47,957		4.80	%		4.80	%		344		October 2015
5000 South Hulen		13,237		13,421		5.60	%		6.90	%		83		April 2017
Lake Pleasant Pavilion		27,597		27,855		6.09	%		5.00	%		143		October 2017
Rite Aid — Vestavia Hills		880		1,015		7.25	%		7.25	%		21		October 2018
Living Spaces-Promenade		6,875		7,075		7.88	%		4.59	%		80		November 2019
West Broad Village(2)		39,700		39,700		3.33	%		3.33	%		110		May 2020
Lowe’s, Shippensburg		12,874		13,157		7.20	%		7.20	%		110		October 2031
Northside Mall(3)		12,000		12,000		0.05	%		1.05	%		1		November 2035
		159,749		249,894
Plus: premium(4)		1,088		1,297
Mortgage notes payable, net	$	160,837	$	251,191

⁽¹⁾  Amount represents the monthly payment of principal and interest at September 30, 2014.

⁽²⁾  The loan at the West Broad Village property was refinanced in April 2013 and bears a fixed rate of 3.33% with a new maturity date of May 1, 2020. Debt payments are interest-only through May 2016.

⁽³⁾  The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at September 30, 2014 and 0.10% at December 31, 2013). The interest rate on the bonds is currently priced off of the Securities Industry and Financial Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by the Company from the Company’s unsecured revolving credit facility. An underwriter’s discount related to the original issuance of the bonds with a remaining balance of $101,000 and $105,000 at September 30, 2014 and December 31, 2013, respectively, is being amortized as additional interest expense through November 2035.

⁽⁴⁾  Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter’s discount for the issuance of redevelopment bonds.

Total interest cost capitalized for the three months ended September 30, 2014 and 2013 was $401,000 and $34,000, respectively, and for the nine months ended September 30, 2014 and 2013 was $859,000 and $50,000, respectively.

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The Company’s mortgage debt maturities at September 30, 2014 for each of the next five years and thereafter are as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	971
2015		47,918
2016		2,362
2017		41,446
2018		2,196
Thereafter		64,856
	$	159,749

Notes Payable

Unsecured Revolving Credit Facility

The Operating Partnership’s unsecured revolving credit facility has a borrowing capacity of $300.0 million, which may be increased from time to time up to an additional $200.0 million for a total borrowing capacity of $500.0 million, subject to receipt of lender commitments and other conditions precedent. The maturity date is April 6, 2018 and may be extended for an additional nine months at the Operating Partnership’s option. The Operating Partnership, among other things, is subject to covenants requiring the maintenance of (1) maximum leverage ratios on unsecured, secured and overall debt and (2) minimum fixed coverage ratios. At September 30, 2014, the Operating Partnership believes that it was in compliance with all financial covenants in the credit agreement.

As of September 30, 2014, the unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 to 170 basis points (margin of 130 basis point at September 30, 2014), depending on the Parent Company’s credit rating. As of September 30, 2014, the Operating Partnership was responsible for paying a fee of 0.25% or 0.30% on the full capacity of the facility. Borrowings from the unsecured revolving credit facility were $56.0 and $179.5 million with a weighted-average interest rate of 1.45% and 1.67% at September 30, 2014 and December 31, 2013, respectively. The Operating Partnership has issued $16.9 million in letters of credit from the unsecured revolving credit facility, which secure an outstanding $12.0 million bond payable for the Northside Mall property and construction activities at the Southlake Park Village property. The Northside Mall property bond is included with the mortgages payable on the Company’s condensed consolidated balance sheets. At September 30, 2014, there was approximately $222.5 million available for borrowing under the unsecured revolving credit facility.

Unsecured Notes

Unsecured Senior Notes due 2020 and 2023

As of September 30, 2014, the Operating Partnership had outstanding $100.0 million aggregate principal amount of senior unsecured notes issued to various entities associated with the Prudential Capital Group. Of the senior unsecured notes, $75.0 million are designated Series A Notes and will mature in November 2020, with a fixed interest rate of 4.40%, and $25.0 million are designated Series B Notes and will mature in November 2023, with a fixed interest rate of 5.19% (the Series A Notes and the Series B Notes are referred to collectively as the “Notes due 2020 and 2023”). The terms of the Notes due 2020 and 2023 are governed by a Note Purchase Agreement, dated November 12, 2013 (the “Purchase Agreement”), among the Operating Partnership, as issuer, the Parent Company and the purchasers named therein. Interest on the Notes due 2020 and 2023 is payable quarterly, beginning on February 12, 2014. The Operating Partnership may prepay all or a portion of the Notes due 2020 and 2023 upon notice to the holders for 100% of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement.

The Purchase Agreement contains various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Operating Partnership’s obligations under the Notes due 2020 and 2023 are fully and unconditionally guaranteed by the Parent Company and certain of its subsidiaries. Certain events would be considered events of default and could result in the acceleration of the maturity of the Notes.

Unsecured Senior Notes due 2024

On May 12, 2014, the Operating Partnership completed the issuance of $250.0 million aggregate principal amount of 4.625% senior unsecured notes due 2024 (the “Notes due 2024”). The Notes due 2024 bear interest at 4.625% per annum and were issued at 99.477% of the principal amount to yield 4.691% to maturity. Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024. The Operating Partnership’s obligations under the Notes due 2024 are fully and unconditionally guaranteed by the Parent Company. On or before February 15, 2024, the Operating Partnership may redeem all or a portion of the Notes due 2024 upon notice to the holders at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes due 2024 being redeemed and (2) 100% of the principal amount plus a make-whole premium as set forth in the Indenture governing the Notes due 2024 (the “Indenture”), plus accrued and unpaid interest up to, but not including, the redemption date. After February 15, 2024, the redemption price will be equal to 100% of the principal amount of the Notes due 2024 being

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redeemed, plus accrued and unpaid interest up to, but not including, the redemption date. Proceeds from the issuance of the Notes due 2024 were used to repay a portion of the outstanding indebtedness under the Company’s unsecured revolving credit facility and for other general corporate and working capital purposes.

The Notes due 2024 are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership. However, the Notes due 2024 are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by the Operating Partnership’s subsidiaries under the Company’s unsecured line of credit.

The Indenture contains certain covenants that, among other things, limit the Parent Company’s and the Operating Partnership’s ability to consummate a merger, consolidation or sale of all or substantially all of their assets or incur additional indebtedness.

The carrying value of the Notes due 2024:

	September 30, 2014			December 31, 2013
	(in thousands)
Principal amount	$	250,000		$	—
Unamortized debt discount		(1,275	)		—
	$	248,725		$	—

In connection with this debt offering, the Operating Partnership incurred approximately $1.6 million of underwriting discount, which has been recorded as deferred financing costs and is being amortized over the term of the Notes due 2024.

The Notes due 2020, 2023 and 2024 are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership except that the Notes due 2024 are effectively subordinated to guarantees provided by certain of the Operating Partnership’s subsidiaries under the Notes due 2020 and 2023. The Notes due 2020, 2023 and 2024 are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by certain of the Operating Partnership’s subsidiaries under the Company’s unsecured line of credit.

9. Earnings Per Share of the Parent Company

Basic earnings (loss) per share of the Parent Company is computed by dividing income (loss) applicable to common stockholders by the weighted-average shares outstanding, as adjusted for the effect of participating securities. The Parent Company’s unvested restricted share awards are participating securities as they contain non-forfeitable rights to dividends. The impact of unvested restricted share awards on earnings (loss) per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends and the unvested restricted shares’ participation rights in undistributed earnings.

The calculation of diluted earnings per share for the three and nine months ended September 30, 2014 does not include 727,230 and 568,594 shares, respectively, of unvested restricted common stock or 1,019,523 OP units as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. The calculation of diluted earnings per share for the three and nine months ended September 30, 2013 does not include 657,873 and 683,922 shares, respectively, of unvested restricted common stock or 1,225,115 and 1,230,437 OP units, respectively, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. In addition, 3,173,142 and 3,301,803 shares of common stock for the three and nine months ended September 30, 2014, respectively, and 3,356,178 and 3,341,076 shares of common stock for the three and nine months ended September 30, 2013, respectively, which were issuable upon settlement of the conversion feature of the 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (“Series A preferred stock”), were anti-dilutive and were not included in the calculation of diluted earnings per share based on the “if converted” method.

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Computations of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 (in thousands, except share data) were as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Basic earnings per share:
Income from continuing operations	$	1,218		$	1,520		$	5,475		$	5,180
Preferred dividends		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred stock		(1,477	)		—			(1,477	)		—
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Income from continuing operations attributable to non-controlling interests		(70	)		(108	)		(227	)		(260	)
(Loss) income from continuing operations applicable to the common stockholders	$	(2,954	)	$	(1,441	)	$	(4,591	)	$	(3,638	)
Net (loss) income attributable to the common stockholders	$	(2,830	)	$	10,739		$	(4,218	)	$	8,914
Allocation to participating securities		(124	)		(143	)		(373	)		(326	)
Net (loss) income applicable to the common stockholders	$	(2,954	)	$	10,596		$	(4,591	)	$	8,588
Weighted-average common shares outstanding:
Basic and diluted		60,389,204			47,496,811			52,293,209			46,674,386
Basic and diluted earnings per share:
Loss from continuing operations per share attributable to the common stockholders	$	(0.05	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Income from discontinued operations per share attributable to the common stockholders		—			0.25			—			0.26
Net (loss) income per share attributable to the common stockholders	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18

10. Earnings Per Unit of the Operating Partnership

Basic earnings (loss) per unit of the Operating Partnership is computed by dividing income (loss) applicable to unitholders by the weighted-average OP units outstanding, as adjusted for the effect of participating securities. The Operating Partnership’s unvested restricted OP unit awards are participating securities as they contain non-forfeitable rights to dividends. The impact of unvested restricted OP unit awards on earnings (loss) per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted OP unit awards based on distributions and the unvested restricted OP units’ participation rights in undistributed earnings.

The calculation of diluted earnings per unit for the three and nine months ended September 30, 2014 does not include 727,230 and 568,594 unvested restricted OP units, respectively, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. The calculation of diluted earnings per unit for the three and nine months ended September 30, 2013 does not include 657,873 and 683,922 unvested restricted OP units, respectively, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. In addition, 3,173,142 and 3,301,803 OP units for the three and nine months ended September 30, 2014, respectively, and 3,356,178 and 3,341,076 OP units for the three and nine months ended September 30, 2013, respectively, which were issuable upon settlement of the conversion feature of the 7.00% Series A Cumulative Convertible Perpetual Preferred Units (“Series A preferred units”), were anti-dilutive and were not included in the calculation of diluted earnings per unit based on the “if converted” method.

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Computations of basic and diluted earnings per unit for the three and nine months ended September 30, 2014 and 2013 (in thousands, except unit data) were as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Basic earnings per unit:
Income from continuing operations	$	1,218		$	1,520		$	5,475		$	5,180
Preferred distributions		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred units		(1,477	)		—			(1,477	)		—
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Income from continuing operations attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
(Loss) income from continuing operations applicable to the unitholders	$	(2,975	)	$	(1,410	)	$	(4,638	)	$	(3,627	)
Net (loss) income attributable to the unitholders	$	(2,851	)	$	11,018		$	(4,265	)	$	9,154
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Net (loss) income applicable to the unitholders	$	(2,975	)	$	10,909		$	(4,638	)	$	8,828
Weighted-average common OP units outstanding:
Basic and diluted		61,408,727			48,721,926			53,493,570			47,904,824
Basic and diluted earnings per unit:
Loss from continuing operations per unit attributable to the unitholders	$	(0.05	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Income from discontinued operations per unit attributable to the unitholders		—			0.25			—			0.26
Net (loss) income per unit attributable to the unitholders	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18

11. Derivatives and Hedging Activities

In December 2010, the Company executed two pay-fixed interest rate swaps with a notional value of $55.8 million (weighted-average interest rate of 1.41%) to hedge the variable cash flows associated with one of the Company’s mortgage payables. As a result of the interest rate swaps, the Company either (1) received the difference between a fixed interest rate (the “Strike Rate”) and one-month LIBOR if the Strike Rate was less than LIBOR or (2) paid such difference if the Strike Rate was greater than LIBOR. No initial investment was made to enter into either of the interest rate swap agreements. The two interest rate swaps were settled in December 2013 in connection with the repayment of the underlying mortgage note at the Park West Place property. The Company had no derivative financial instruments outstanding at September 30, 2014 and had no derivative financial instruments outstanding prior to the execution of the two swaps.

During the three and nine months ended September 30, 2013, the Company did not record any amounts in earnings attributable to hedge ineffectiveness.

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Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Amount of unrealized loss recognized in OCI (effective portion):
Interest rate swaps	$	—	$	(7	)	$	—	$	(19	)
Other derivatives		—		—			—		—
Total	$	—	$	(7	)	$	—	$	(19	)
Amount of loss reclassified from accumulated OCI into income (effective portion):
Interest rate swaps (interest expense)	$	—	$	(171	)	$	—	$	(495	)
Other derivatives		—		—			—		—
Total	$	—	$	(171	)	$	—	$	(495	)
Amount of gain recognized in income (ineffective portion and amount excluded from effectiveness testing):
Interest rate swaps (other income/expense)	$	—	$	—		$	—	$	—
Other derivatives (changes in fair value of financial instruments and gain on OP unit redemption)		—		—			—		230
Total	$	—	$	—		$	—	$	230

12. Equity of the Parent Company

The Parent Company has issued restricted stock awards to senior executives, directors and employees totaling 1,327,509 shares of common stock (net of forfeitures and unvested awards of 489,864 shares), which are included in the total shares of common stock outstanding as of September 30, 2014.

As of September 30, 2014, the Parent Company had outstanding 1,330,975 shares of Series A preferred stock, with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series A preferred stock when, as and if declared by the Parent Company’s board of directors, at a rate of 7.00% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series A preferred stock is $1.75, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series A preferred stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. The Series A preferred stock is convertible, at the holders’ option, at any time and from time to time, into common stock of the Parent Company. The initial conversion rate of the Series A preferred stock was 1.6667 shares of common stock per share of Series A preferred stock. Effective September 26, 2013 (the ex-dividend date), the conversion rate was adjusted to 1.6836 shares of common stock per share of Series A preferred stock as a result of the aggregate dividends that the Parent Company declared and paid on its common stock, beginning with the quarter ended September 30, 2011 and through the quarter ended September 30, 2013, being in excess of the reference dividend of $0.15 per share. The conversion rate will continue to be subject to customary adjustments in certain circumstances. Beginning on April 1, 2014, the Parent Company may, at its option, convert some or all of the Series A preferred stock if the closing price of the common stock equals or exceeds 140% of the conversion price for at least 20 of the 30 consecutive trading days ending the day before the notice of exercise of conversion is sent and the Parent Company has either declared and paid, or declared and set apart for payment, any unpaid dividends that are in arrears on the Series A preferred stock.

During the three months ended September 30, 2014, the Parent Company repurchased 669,025 shares of Series A preferred stock for an aggregate cost of approximately $17.4 million (including transaction costs) at a weighted-average purchase price of $25.79 per share. The repurchased shares of Series A preferred stock were subsequently retired by the Parent Company. The repurchase resulted in a charge of approximately $1.5 million, which is classified as cost of redemption of preferred stock on the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2014, the Parent Company had outstanding 3,680,000 shares of 8.125% Series B Cumulative Redeemable Preferred Stock (“Series B preferred stock”), with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series B preferred stock, when, as and if declared by the Parent Company’s board of directors, at a rate of 8.125% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series B preferred stock is $2.03125, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series B preferred

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stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. At any time on and after January 31, 2017, the Parent Company may, at its option, redeem the Series B preferred stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a change of control, the Parent Company or a successor may, at its option, redeem the Series B preferred stock, in whole or in part and within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

The Parent Company’s board of directors has authorized a stock repurchase program under which the Parent Company may acquire up to $50.0 million of its common stock and preferred stock in open market and negotiated purchases with no expiration date (the repurchase program was increased from $30.0 million to $50.0 million in February 2014). In the nine months ended September 30, 2014, the Parent Company repurchased 105,775 shares of its common stock for an aggregate cost of approximately $1.4 million (including transaction costs) at a weighted-average purchase price of $12.52 per share and 669,025 shares of its Series A preferred stock for an aggregate cost of approximately $17.4 million (including transaction costs) at a weighted-average purchase price of $25.79 per share. The repurchased shares of common stock and preferred stock were subsequently retired by the Parent Company. No stock was repurchased during the year ended December 31, 2013. As of September 30, 2014, approximately $24.7 million remained available under the stock repurchase program to acquire outstanding shares of the Parent Company’s common stock and preferred stock.

The Parent Company and the Operating Partnership have entered into equity distribution agreements (the “Equity Distribution Agreements”) with four sales agents, under which the Parent Company can issue and sell shares of its common stock from time to time through, at its discretion, any of the sales agents. The Equity Distribution Agreements were initially entered into in March 2012 with an aggregate offering price of up to $50.0 million and subsequently amended and restated in May 2013, permitting additional sales with an aggregate offering price of up to $100.0 million. The sales of common stock made under the Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. During the year ended December 31, 2013, the Parent Company issued 3,211,928 shares of common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $40.7 million at an average stock issuance price of $13.05 per share. The net proceeds of $40.7 million were contributed to the Operating Partnership in exchange for 3,211,928 OP units. During the nine months ended September 30, 2014, the Parent Company did not issue any shares pursuant to the Equity Distribution Agreements. As of September 30, 2014, approximately $95.0 million remained available under the Equity Distribution Agreements to issue and sell shares of the Parent Company’s common stock and preferred stock.

On June 25, 2014, the Parent Company completed the issuance of 12,650,000 shares of common stock, including the exercise of an option to purchase an additional 1,650,000 shares, resulting in net proceeds of approximately $160.6 million, after deducting the underwriters’ discount and commissions and offering expenses. The net proceeds were contributed to the Operating Partnership in exchange for 12,650,000 OP units.

Consolidated net income is reported in the Company’s condensed consolidated financial statements at amounts that include the amounts attributable to both the common stockholders and the non-controlling interests. During the period from March 2012 to March 2013, a total of 591,474 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Parent Company for redemption, resulting in the issuance of an additional 531,768 shares of common stock and cash payments totaling approximately $1.9 million to former unitholders (see Note 19 for further discussion).

A charge/credit is recorded each period in the condensed consolidated statements of income for the non-controlling interests’ proportionate share of the Company’s net income (loss).

On September 30, 2014, the Parent Company accrued a liability for a dividend of $10.7 million payable to the common stockholders of record, a dividend of $2.5 million payable to the preferred stockholders of record and a distribution of $178,000 payable to the holders of record of OP units as of September 30, 2014, each of which was paid in October 2014.

2010 Equity Incentive Award Plan

The Company has established the 2010 Equity Incentive Award Plan of Excel Trust, Inc. and Excel Trust, L.P. (the “2010 Plan”), pursuant to which the Parent Company’s board of directors or a committee of its independent directors may make grants of stock options, restricted stock, stock appreciation rights and other stock-based awards to its non-employee directors, employees and consultants (an equivalent amount of common OP units are issued to the Parent Company for each such grant with similar terms and conditions). The maximum number of shares of the Parent Company’s common stock that may be issued pursuant to the 2010 Plan is 2,850,000 (of which 1,522,491 shares of common stock remain available for issuance as of September 30, 2014).

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The following shares of restricted common stock were issued during the nine months ended September 30, 2014:

Grant Date	Price at Grant Date		Number		Vesting Period (yrs.)
March 7, 2014(1)	$	12.57		4,000		4
March 18, 2014(2)	$	12.80		558,331		1, 3
March 24, 2014(3)	$	12.56		83,500		3
May 13, 2014(4)	$	12.89		12,412		1

⁽¹⁾  Shares issued to certain of the Company’s employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

⁽²⁾  Shares issued to senior management and other employees of the Company. A portion of the stock grants (452,500 shares of restricted common stock) vest over a three-year period and include performance or service conditions. The remaining stock grants (105,831 shares of restricted common stock) include a variety of performance and market conditions, with the restricted shares vesting at the discretion of the Parent Company’s board of directors on December 31, 2014 based on the achievement of the Company’s objectives during the year ended December 31, 2014.

⁽³⁾  Shares issued to certain of the Company’s employees. These shares vest over a three-year period with 33% vesting in equal annual installments on December 31, 2014, 2015 and 2016.

⁽⁴⁾  Shares issued to members of the Company’s board of directors. These shares vest in equal quarterly installments.

Shares of the Parent Company’s restricted common stock generally may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the administrator of the 2010 Plan, a domestic relations order, unless and until all restrictions applicable to such shares have lapsed. Such restrictions expire upon vesting. Shares of the Parent Company’s restricted common stock have full voting rights and rights to dividends upon grant. The Company recognized compensation expense during the three and nine months ended September 30, 2014 of $1.2 million and $3.1 million, respectively, and for the three and nine months ended September 30, 2013 of $583,000 and $1.7 million, respectively, related to the restricted common stock grants ultimately expected to vest. Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated $0 in forfeitures for all periods presented. Stock compensation expense is included in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2014 and December 31, 2013, there was approximately $6.9 million and $1.6 million, respectively, of total unrecognized compensation expense related to the non-vested shares of the Parent Company’s restricted common stock. As of September 30, 2014 and December 31, 2013, this expense was expected to be recognized over a weighted-average remaining period of 1.9 and 1.1 years, respectively.

	Number of Unvested Shares of Restricted Common Stock			Weighted- Average Grant Date Fair Value
Balance - January 1, 2014		611,683		$	9.73
Grants		658,243		$	12.77
Forfeitures		(466,864	)	$	8.88
Vested(1)		(92,172	)	$	12.57
Balance - September 30, 2014		710,890		$	12.74

⁽¹⁾  During the nine months ended September 30, 2014, 561 shares of common stock were surrendered to the Parent Company and subsequently retired in lieu of cash payments for taxes due on the vesting of restricted stock. The forfeiture of these shares is reflected in the accompanying condensed consolidated statements of equity and capital as a decrease of the total restricted common shares issued during each period presented.

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount of their eligible compensation as determined by the Internal Revenue Service. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to 3.0% of eligible compensation and 50% of employee deferrals for the next 2.0% of eligible compensation, is fully vested and funded as of September 30, 2014. Costs related to the matching portion of the plan for the three months ended September 30, 2014 and 2013 were approximately $41,000 and $39,000, respectively. Costs related to the matching portion of the plan for the nine months ended September 30, 2014 and 2013 were approximately $121,000 and $113,000, respectively.

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13. Equity of the Operating Partnership

As of September 30, 2014, the Operating Partnership had outstanding 62,135,931 OP units. The Parent Company owned 98.3% of the partnership interests in the Operating Partnership at September 30, 2014, is the Operating Partnership’s general partner and is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, the Parent Company effectively controls the ability to issue common stock of the Parent Company upon a limited partner’s notice of redemption. In addition, the Parent Company has generally acquired OP units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP units owned by limited partners that permit the Parent Company to settle in either cash or common stock at the option of the Parent Company are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that these OP units meet the requirements to qualify for presentation as permanent equity.

As of September 30, 2014, the Operating Partnership had outstanding 1,330,975 Series A preferred units and 3,680,000 8.125% Series B Cumulative Redeemable Preferred Units (collectively referred to as the “Preferred Units”). The Preferred Units were issued to the Parent Company in exchange for the net proceeds from the issuance of preferred stock of the Parent Company and contain the same terms and conditions as the preferred stock instruments (including, among other things, distribution rates and exchange or redemption provisions).

During the three months ended September 30, 2014, the Operating Partnership repurchased 669,025 Series A preferred units from the Parent Company (in connection with the Parent Company’s repurchase of its Series A preferred stock) for an aggregate cost of approximately $17.4 million (including transaction costs) at a weighted-average purchase price of $25.79 per share. The shares of Series A preferred stock were subsequently retired by the Operating Partnership. The repurchase resulted in a charge of approximately $1.5 million, which is classified as cost of redemption of preferred units on the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2014, the Operating Partnership repurchased 105,775 common OP units from the Parent Company (in connection with the Parent Company’s repurchase of its common stock) for an aggregate cost of approximately $1.4 million (including transaction costs) at a weighted-average purchase price of $12.52 per unit. The OP units were subsequently retired by the Operating Partnership. No OP units were repurchased from the Parent Company in connection with repurchases of its common stock during the year ended December 31, 2013.

In connection with the Equity Distribution Agreements, during the year ended December 31, 2013 the Operating Partnership issued 3,211,928 OP units to the Parent Company in exchange for net proceeds of approximately $40.7 million, which were used to repay outstanding indebtedness under its unsecured revolving credit facility and for other general corporate and working capital purposes. During the nine months ended September 30, 2014, the Operating Partnership did not issue any OP units to the Parent Company in connection with the Equity Distribution Agreements.

On June 25, 2014, the Operating Partnership issued 12,650,000 OP units to the Parent Company in exchange for net proceeds of approximately $160.6 million, which were used to fund certain property acquisitions and for other general corporate and working capital purposes.

Consolidated net income is reported in the Operating Partnership’s condensed consolidated financial statements at amounts that include the amounts attributable to both the unitholders and the non-controlling interests in a consolidated joint venture property. During the period from March 2012 to March 2013, a total of 591,474 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Parent Company for redemption, resulting in the issuance of an additional 531,768 shares of the Parent Company’s common stock (and the issuance of an equivalent number of OP units to the Parent Company) and cash payments totaling approximately $1.9 million to former unitholders (see Note 19 for further discussion).

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The following table shows the vested partnership interests in the Operating Partnership as of September 30, 2014 and December 31, 2013:

	September 30, 2014					December 31, 2013
	OP Units		Percentage of Total			OP Units		Percentage of Total
Excel Trust, Inc.		60,405,518		98.3	%		47,769,682		97.9	%
Non-controlling interests consisting of:
OP units held by employees and third parties		1,019,523		1.7	%		1,019,523		2.1	%
Total		61,425,041		100.0	%		48,789,205		100.0	%

14. Investment in Unconsolidated Entities

The Company has formed a limited liability company (“La Costa LLC”) with GEM Realty Capital, Inc. (“GEM”) in which the Company and GEM hold 20% and 80% ownership interests, respectively. La Costa LLC is the owner of the La Costa Town Center property. The Company’s ownership interest in La Costa LLC is reflected in the accompanying balance sheets at the Company’s historical cost basis as an investment in a profit-sharing arrangement. La Costa LLC does not qualify as a VIE and consolidation is not required as the Company does not control the operations of the property and the majority owner bears the majority of any losses incurred. The Company receives 20% of the cash flow distributions and may receive a greater portion of cash distributions in the future based upon the performance of the property and the availability of cash for distribution. In addition, the Company receives fees in its role as the day-to-day property manager and for any development services that it provides. The Company’s interest in the income or losses of the underlying venture is reflected in a manner similar to the equity method of accounting.

On October 9, 2014, the Company completed the disposition of the La Costa Town Center property for a sales price of approximately $31.6 million, excluding closing costs (the Company’s proportionate share of the sales price was $6.3 million). The sale resulted in a gain of approximately $1.3 million, which will be recognized as a gain on the sale of investment in unconsolidated properties.

The Company also holds a 50% tenant-in-common ownership interest in The Fountains at Bay Hill property (“Bay Hill”). The remaining 50% undivided interest in the Bay Hill property is held by MDC Fountains, LLC (“MDC”). The Bay Hill property does not qualify as a VIE and consolidation is not required as the Company does not control the operations of the property. The Company receives 50% of the cash flow distributions and recognizes 50% of the results of operations. In addition, the Company receives fees in its role as the day-to-day property manager. The Company’s 50% ownership interest is reflected in the accompanying balance sheets as an investment in unconsolidated entities and the Company’s interest in the income or losses of the property is recorded based on the equity method of accounting.

General information on the La Costa LLC and Bay Hill properties as of September 30, 2014 was as follows:

Unconsolidated Investment	Partner		Ownership Interest			Formation/ Acquisition Date	Property
La Costa LLC(1)		GEM		20	%	September 7, 2012	La Costa Town Center
Bay Hill(2)		MDC		50	%	October 19, 2012	The Fountains at Bay Hill

⁽¹⁾  At September 30, 2014, La Costa LLC had real estate assets of $23.6 million, total assets of $24.9 million, mortgages payable of $14.1 million and total liabilities of $14.4 million. At December 31, 2013, La Costa LLC had real estate assets of $23.4 million, total assets of $25.7 million, mortgages payable of $14.1 million and total liabilities of $14.5 million. Total revenues were $385,000 and $1.2 million, total expenses were $384,000 and $1.2 million (including interest expense) and net loss was $274,000 and $726,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $430,000 and $2.7 million, total expenses were $798,000 and $3.3 million (including interest expense) and net loss was $368,000 and $632,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note was assumed with the contribution of the property and bears interest at the rate of LIBOR plus a margin of 575 basis points (5.9% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of October 1, 2014, which may be extended for three additional one-year periods at La Costa LLC’s election and upon the satisfaction of certain conditions (including the payment of an extension fee upon the exercise of the second and third renewal options, execution of an interest rate cap and the establishment of certain reserve accounts). La Costa LLC has also entered into an interest rate cap related to the mortgage note, which limits LIBOR to a maximum of 3.0% and expires on October 1, 2014.

⁽²⁾  At September 30, 2014, Bay Hill had real estate assets of $36.5 million, total assets of $39.4 million, mortgages payable of $23.1 million and total liabilities of $25.1 million. At December 31, 2013, Bay Hill had real estate assets of $37.0 million, total assets of $39.9 million, mortgages payable of $23.4 million and total liabilities of $25.6 million. Total revenues were $959,000 and $2.9 million, total expenses were $508,000 and $1.6 million (including interest expense) and net income was $260,000 and $770,000

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for the three and nine months ended September 30, 2014, respectively. Total revenues were $978,000 and $2.8 million, total expenses were $650,000 and $2.1 million (including interest expense) and net income was $174,000 and $230,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note assumed with the acquisition of the Bay Hill property bears interest at the rate of LIBOR plus a margin of 325 basis points (3.4% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of April 2, 2015, which may be extended for two additional one-year periods at the borrower’s election and upon the satisfaction of certain conditions.

15. Discontinued Operations

On July 19, 2013, the Company completed the disposition of the Walgreens property, located in North Corbin, Kentucky, for a sales price of approximately $4.5 million, excluding closing costs. On September 13, 2013, the Company completed the disposition of the Grant Creek Town Center property, located in Missoula, Montana, for a sales price of approximately $32.3 million, excluding closing costs. The Grant Creek Town Center property sale was classified as an exchange pursuant to section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”); therefore, the funds were restricted as to their usage and were reflected as restricted cash on the condensed consolidated balance sheets at September 30, 2013. The Company subsequently utilized the funds to provide the purchase price for the acquisition of two properties during the three months ended December 31, 2013.

All properties sold were part of the retail properties segment – see Note 21. The following table provides information regarding the disposition of the properties:

	(in thousands)
Property	Sales Price		Gain on Sale		Date of Sale		Acquisition Date
Walgreens — North Corbin	$	4,514	$	1,129		7/19/2013		5/24/2010
Grant Creek Town Center	$	32,343	$	10,926		9/13/2013		8/27/2010

The results of operations for the properties are reported as discontinued operations for all periods presented in the accompanying condensed consolidated statements of operations. The following table summarizes the revenue and expense components that comprise income from discontinued operations (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Total revenues	$	—	$	559		$	—	$	1,815
Total expenses		—		214			—		1,334
Income before non-controlling interests and gain on sale of real estate assets		—		345			—		481
Gain on sale of real estate assets		—		11,974			—		11,974
Non-controlling interest in discontinued operations(1)		—		(248	)		—		(229	)
Income from discontinued operations available to the common stockholders	$	—	$	12,071		$	—	$	12,226

⁽¹⁾  Amounts represent the portion of non-controlling interest related to OP units not held by the Parent Company that would be attributable to discontinued operations (no amounts would be allocable with respect to the condensed consolidated financial statements of the Operating Partnership).

16. Related Party Transactions

Subsequent to the Parent Company’s initial public offering, many of the employees of Excel Realty Holdings, LLC (“ERH”, a company that managed the operations of the Parent Company’s predecessor under various management agreements) became employees of the Company. ERH reimburses the Company for estimated time the Company employees spend on ERH related matters. For the three months ended September 30, 2014 and 2013, approximately $67,000 and $82,000, respectively, was reimbursed to the Company from ERH and included in other income in the condensed consolidated statements of operations. For the nine months ended September 30, 2014 and 2013, approximately $227,000 and $230,000, respectively, was reimbursed to the Company from ERH and included in other income in the condensed consolidated statements of operations.

17. Income Taxes

Income Taxes of the Parent Company

The Parent Company elected to be taxed as a REIT under the Code, beginning with the taxable year ended December 31, 2010. To qualify as a REIT, the Parent Company must meet a number of organizational and operational requirements, including the

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requirement that it distribute currently at least 90% of its REIT taxable income to its stockholders (excluding any net capital gain). It is the Parent Company’s intention to comply with these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to corporate federal, state or local income taxes on income it distributes currently (in accordance with the Code and applicable regulations) to its stockholders. If the Parent Company fails to qualify as a REIT in any taxable year, then it will be subject to federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent tax years. Even if the Parent Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income, properties and operations and to federal income and excise taxes on its taxable income not distributed in the amounts and in the time frames prescribed by the Code and applicable regulations thereunder and on the taxable income of any of its taxable REIT subsidiaries.

Income Taxes of the Operating Partnership

As a partnership, the allocated share of income of the Operating Partnership is included in the income tax returns of the general and limited partners. Accordingly, no accounting for income taxes is required in the accompanying condensed consolidated financial statements. The Operating Partnership may be subject to certain state or local taxes on its income and property.

The Operating Partnership has formed a taxable REIT subsidiary (the “TRS”) on behalf of the Parent Company. In general, the TRS may perform non-customary services for tenants, hold assets that the Parent Company cannot hold directly and, except for the operation or management of health care facilities or lodging facilities or the providing of any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated, may engage in any real estate or non-real estate related business. The TRS is subject to corporate federal income taxes on its taxable income at regular corporate tax rates. The TRS accounts for income taxes in accordance with the provisions of the Income Taxes Topic of the FASB ASC, which requires the Company to account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases.

18. Commitments and Contingencies

Litigation:

The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against it which if determined unfavorably, would have a material effect on its consolidated financial position, results of operations or cash flows.

Environmental Matters:

The Company follows the policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its condensed consolidated balance sheets, results of operations or cash flows. Further, the Company is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that it believes would require additional disclosure or the recording of a loss contingency.

Other

The Company’s other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In management’s opinion, these matters are not expected to have a material adverse effect on its condensed consolidated balance sheets, results of operations or cash flows. In addition, the Company expects to incur construction costs relating to development projects on portions of existing operating properties and at its non-operating properties (Chimney Rock Phase II and Southlake Park Village).

19. Fair Value of Financial Instruments

The Company is required to disclose fair value information relating to financial instruments that are remeasured on a recurring basis and those that are only initially recognized at fair value (not required to be subsequently remeasured). The Company’s disclosures of estimated fair value of financial instruments were determined using available market information and appropriate valuation methods. The use of different assumptions or methods of estimation may have a material effect on the estimated fair value of financial instruments.

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The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at September 30, 2014 (dollars in thousands):

	Balance at December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations	$	—	$	—	$	—	$	—
Investment in equity securities(1)		10,433		10,433		—		—
Total	$	10,433	$	10,433	$	—	$	—

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at December 31, 2013 (dollars in thousands):

	Balance at December 31, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations(2)	$	507	$	—	$	—	$	507

⁽¹⁾ Amount reflects the Company’s investment in equity securities of publicly-traded companies, which are considered available-for-sale and recorded at fair value based upon the closing trading price of the equity security as of the balance sheet date.

⁽²⁾ Amount reflects the fair value of funds expected to be received pursuant to master lease agreements executed in connection with the Promenade Corporate Center acquisition. The Company has estimated the fair value of the asset based on its expectations of the probability of leasing or releasing spaces within the term of the master lease agreements and corresponding estimates for time required to lease, lease rates and funds required for tenant improvements and lease commissions. This amount has been included in other assets in the accompanying condensed consolidated balance sheets, with subsequent changes in the fair value of the asset recorded as a gain (loss) in earnings in the period in which the change occurs.

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2014 (dollars in thousands):

	Other Assets Related to Business Combinations (1)
Beginning balance, January 1, 2014	$	507
Total gains: Included in earnings		—
Purchases, issuances or settlements		(507	)
Ending balance, September 30, 2014	$	—

⁽¹⁾  The change of $507,000 for other assets related to business combinations during the nine months ended September 30, 2014 is comprised of cash payments received on the master lease asset.

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The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2013 (dollars in thousands):

	Other Assets Related to Business Combinations (1)			Contingent Consideration Related to Business Combinations (2)			Derivative Instruments Related to Business Combinations (3)
Beginning balance, January 1, 2013	$	992		$	(1,787	)	$	(274	)
Total gains: Included in earnings		6			1,562			246
Purchases, issuances or settlements		(384	)		20			28
Ending balance, September 30, 2013	$	614		$	(205	)	$	—

⁽¹⁾  The change of $378,000 for other assets related to business combinations during the nine months ended September 30, 2013 is comprised of payments received on the master lease assets and an increase in the estimated fair value of funds to be received from escrow of $6,000.

⁽²⁾  The change of $1.6 million for contingent consideration related to business combinations represents the reversal of a contingent liability related to the earn-out for one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the condensed consolidated statements of operations). The remaining earn-out has a fair value of approximately $205,000 based on the funds due to the former owner, which were paid in full in October 2013.

⁽³⁾  The change of $274,000 for derivative instruments related to business combinations during the nine months ended September 30, 2013 is related to changes to the redemption provision for OP units issued in connection with the 2011 Edwards Theatres acquisition as a result of (a) a decrease of $246,000 due to recognition of a gain included in earnings related to changes in the fair value of the redemption obligation and (b) a decrease of $28,000 due to the redemption of corresponding OP units.

There were no additional gains or losses, purchases, sales, issuances, settlements, or transfers in or out related to any of the three levels of the fair value hierarchy during the nine months ended September 30, 2014 and 2013.

The Company has not elected the fair value measurement option for any of its other financial assets or liabilities. The Company estimates the fair value of its financial assets using a discounted cash flow analysis based on an appropriate market rate for a similar type of instrument. The Company estimates the fair value of its financial liabilities by using either (1) a discounted cash flow analysis using an appropriate market discount rate for similar types of instruments, or (2) a present value model and an interest rate that includes a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

The fair values of certain additional financial assets and liabilities at September 30, 2014 and December 31, 2013 (fair value measurements categorized as Level 3 of the fair value hierarchy) are as follows (dollars in thousands):

	September 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Note receivable (Other Assets)	$	—	$	—	$	750	$	750
Financial liabilities:
Mortgage notes payable		160,837		166,776		251,191		254,473
Notes payable		56,000		55,487		179,500		179,500
Unsecured notes		348,725		352,066		100,000		100,000

20. Subsequent Events

On October 1, 2014, the Company completed the acquisition of a retail center with approximately 340,000 square feet of GLA located in Palm Beach Gardens, Florida for a contractual purchase price, excluding closing costs, of approximately $141.5 million (cash payment of approximately $98.8 million and the assumption of a mortgage note with an outstanding balance of $42.7 million). An allocation of purchase price for the acquisition of the retail property has not yet been performed as the Company is continuing to collect the necessary information.

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On October 16, 2014, the Parent Company repurchased an additional 150,000 shares of Series A preferred stock for an aggregate cost of approximately $3.8 million (excluding transaction costs) at a weighted-average purchase price of $25.00 per share. The repurchased shares of Series A preferred stock were subsequently retired and the Company will recognize a charge on the redemption.

On October 23, 2014, the Company completed the disposition of the Lowe’s property located in Shippensburg, Pennsylvania for a sales price of approximately $24.4 million, excluding closing costs. In connection with the disposition, the mortgage note secured by the property was also legally defeased. The sale resulted in a gain of approximately $1.9 million, which will be recognized as a gain on the sale of real estate assets.

21. Segment Disclosure

The Company’s reportable segments consist of the three types of commercial real estate properties for which management internally evaluates operating performance and financial results: Office Properties, Multi-family Properties and Retail Properties. The Company was formed for the primary purpose of owning and operating Retail Properties. As such, administrative costs are shown under the Retail Properties segment. The Retail Properties operating segment also includes undeveloped land which the Company intends to develop into retail properties.

The Company evaluates the performance of the operating segments based upon property operating income. “Property Operating Income” is defined as operating revenues (rental revenue, tenant recoveries and other income) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses). The Company also evaluates interest expense, interest income, and depreciation and amortization by segment. Corporate general and administrative expense, interest expense related to corporate indebtedness and other non-recurring gains or losses are reflected within the Retail Properties operating segment as this constitutes the Company’s primary business objective and represents the majority of its operations. There is no intersegment activity.

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The following tables reconcile the Company’s segment activity to its consolidated results of operations and financial position for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Office Properties:
Total revenues	$	2,233		$	2,052		$	6,627		$	6,428
Property operating expenses		(906	)		(906	)		(2,649	)		(2,593	)
Property operating income, as defined		1,327			1,146			3,978			3,835
Changes in fair value of contingent consideration		—			—			—			6
General and administrative costs		(1	)		(9	)		(6	)		(16	)
Depreciation and amortization		(905	)		(980	)		(2,708	)		(2,832	)
Interest expense		—			(194	)		(191	)		(579	)
Net income	$	421		$	(37	)	$	1,073		$	414
Multi-family Properties:
Total revenues	$	1,326		$	1,397		$	4,109		$	4,053
Property operating expenses		(453	)		(675	)		(1,412	)		(1,374	)
Property operating income, as defined		873			722			2,697			2,679
General and administrative costs		(15	)		206			(39	)		(104	)
Depreciation and amortization		(463	)		(460	)		(1,389	)		(2,298	)
Net income (loss)	$	395		$	468		$	1,269		$	277
Retail Properties:
Total revenues	$	26,675		$	25,482		$	80,725		$	72,257
Property operating expenses		(5,947	)		(6,137	)		(18,332	)		(16,622	)
Property operating income, as defined		20,728			19,345			62,393			55,635
Changes in fair value of contingent consideration		—			10			—			1,562
General and administrative costs		(4,273	)		(3,596	)		(12,218	)		(10,416	)
Depreciation and amortization		(9,844	)		(10,197	)		(30,322	)		(29,483	)
Interest expense		(6,387	)		(4,534	)		(17,165	)		(13,172	)
Interest income		103			49			205			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		402			1,089			3,133			4,489
Income from discontinued operations		—			12,319			—			12,455
Net income	$	402		$	13,408		$	3,133		$	16,944
Total Reportable Segments:
Total revenues	$	30,234		$	28,931		$	91,461		$	82,738
Property operating expenses		(7,306	)		(7,718	)		(22,393	)		(20,589	)
Property operating income, as defined		22,928			21,213			69,068			62,149
Changes in fair value of contingent consideration		—			10			—			1,568
General and administrative costs		(4,289	)		(3,399	)		(12,263	)		(10,536	)
Depreciation and amortization		(11,212	)		(11,637	)		(34,419	)		(34,613	)
Interest expense		(6,387	)		(4,728	)		(17,357	)		(13,751	)
Interest income		103			49			206			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		1,218			1,520			5,475			5,180
Income from discontinued operations		—			12,319			—			12,455
Net income	$	1,218		$	13,839		$	5,475		$	17,635
Reconciliation to Condensed Consolidated Net Income Attributable to the Common Stockholders (Parent Company):
Total net income for reportable segments	$	1,218		$	13,839		$	5,475		$	17,635
Net income attributable to non-controlling interests		(70	)		(356	)		(227	)		(489	)
Net income attributable to Excel Trust, Inc.	$	1,148		$	13,483		$	5,248		$	17,146
Reconciliation to Condensed Consolidated Net Income Attributable to the Unitholders (Operating Partnership):
Total net income for reportable segments	$	1,218		$	13,839		$	5,475		$	17,635
Net income attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
Net income attributable to Excel Trust, L.P.	$	1,127		$	13,762		$	5,201		$	17,386

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	September 30,		December 31,
	2014		2013
Assets:
Office Properties:
Total assets	$	63,477	$	67,273
Multi-family Properties:
Total assets		69,476		70,732
Retail Properties:
Total assets		1,261,474		1,080,816
Total Reportable Segments & Consolidated Assets:
Total assets	$	1,394,427	$	1,218,821

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein, the terms “we,” “us,” “our” or the “Company” refer to Excel Trust, Inc., a Maryland corporation, and any of our subsidiaries, including Excel Trust, L.P., a Delaware limited partnership of which Excel Trust, Inc. is the parent company and general partner, which may be referred to herein as the “Operating Partnership.”

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. We make statements in this report that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. 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,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. 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: adverse economic or real estate developments in the retail industry or the markets in which we operate; changes in local, regional and national economic conditions; our inability to compete effectively; our inability to collect rent from tenants; defaults on or non-renewal of leases by tenants; increased interest rates and operating costs; decreased rental rates or increased vacancy rates; our failure to obtain necessary outside financing on favorable terms or at all; changes in the availability of additional acquisition opportunities; our inability to successfully complete real estate acquisitions; our failure to successfully operate acquired properties and operations; our failure to maintain our status as a REIT; our inability to attract and retain key personnel; government approvals, actions and initiatives, including the need for compliance with environmental requirements; financial market fluctuations; our failure to maintain our credit ratings or a downgrade in our credit ratings from one or more of the rating agencies; changes in real estate and zoning laws and increases in real property tax rates; the effects of earthquakes and other natural disasters; and lack of or insufficient amounts of insurance. While forward-looking statements reflect our good faith beliefs (or those of the indicated third parties), they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this report. In addition, we discussed a number of material risks in our Annual Report on Form 10-K for the year ended December 31, 2013. Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Management’s Overview and Summary

We are a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing community and power centers, grocery anchored neighborhood centers and freestanding retail properties. Our strategy is to acquire high quality, well-located, dominant retail properties that generate attractive risk-adjusted returns. We target competitively protected properties in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth. We generally lease our properties to national and regional supermarket chains, big-box retailers and select national retailers that frequently offer necessity and value oriented items and generate regular consumer traffic. Our tenants often carry goods that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which we believe generates more predictable property-level cash flows.

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The following table reflects our total portfolio at September 30, 2014 (a property is reclassified from development to the operating portfolio at the earlier of 85% occupancy or one year from completion and delivery of the space):

	Gross Leasable Area (GLA)		% Occupied			% Leased			Number of Properties
Operating Portfolio:
Retail properties		6,718,950		92.9	%		93.8	%		36
Multi-family properties(1)		339 units		88.8	%		92.3	%		n/a
Office properties		338,339		85.0	%		85.0	%		2
Total/weighted-average operating portfolio		7,057,289		92.5	%		93.4	%		38
Development properties(2)		311,735		7.0	%		49.9	%		n/a
Unconsolidated properties(3)		225,863		65.8	%		65.8	%		2
Total Portfolio:
Total/weighted-average total portfolio		7,594,887		88.2	%		90.8	%		40

⁽¹⁾  Includes the 339 apartment units on the upper levels of our West Broad Village retail shopping center (the number of apartment units and leased percentage are not included in the total/weighted-average).

⁽²⁾  Our non-operating properties consisted of Phase II of our Chimney Rock property and an undeveloped land parcel, Southlake Park Village, which are currently under development and are expected to contain approximately 312,000 square feet of GLA upon completion. Phase I of our Chimney Rock property is classified as an operating property.

⁽³⁾  Includes our La Costa Town Center and The Fountains at Bay Hill properties in which we hold 20% and 50% ownership interests, respectively.

Our operations are carried out primarily through the Operating Partnership. We receive income primarily from rents and reimbursement payments received from tenants under existing leases at each of our properties. Potential impacts to our income include unanticipated tenant vacancies, vacancy of space that takes longer to re-lease and, for non triple-net leases, operating costs that cannot be recovered from our tenants through contractual reimbursement formulas in our leases. Our operating results therefore depend materially on the ability of our tenants to make required payments and overall real estate market conditions.

Critical Accounting Policies

A complete discussion of our critical accounting policies can be found in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the Securities and Exchange Commission, or SEC, and is accessible on the SEC’s website at www.sec.gov.

New Accounting Standards

See Note 2 to the condensed consolidated financial statements included elsewhere herein for disclosure of new accounting standards.

Results of Operations

We operate through three reportable business segments: retail properties, multi-family properties and office properties. At September 30, 2014, we owned 36 consolidated retail operating properties with a total of approximately 6.7 million square feet of GLA. The multi-family segment consists of apartment units at one retail property, West Broad Village, which is located in Richmond, Virginia. The office segment consists of two properties, Excel Centre, a portion of which is utilized as our headquarters, and the Promenade Corporate Center. These office properties total 338,339 square feet of GLA.

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The following table reflects leasing activity at our consolidated retail and office operating properties for comparable leases (leases executed for spaces in which there was a tenant at some point during the previous twelve-month period) and non-comparable leases during the nine months ended September 30, 2014:

	Number of Leases		GLA		Weighted- Average Lease Rate		Weighted- Average Prior Lease Rate		% Increase (Decrease)			Tenant Improvement Allowance (sf)		Leasing Commission (sf)
Comparable leases		98		490,410	$	17.19	$	16.41		4.8	%	$	0.94	$	1.38
Non-comparable leases		39		118,430	$	22.41		n/a		n/a		$	25.70	$	8.52
Total leasing activity		137		608,840

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Comparison of the Three Months Ended September 30, 2014 to the Three Months Ended September 30, 2013

The following table sets forth historical financial information related to our operating portfolio for same properties (all properties that we consolidated, owned and operated for the entirety of both periods being compared, except for properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared), new properties (properties that were not owned during the entirety of the periods being compared), redevelopment/development properties (properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared) and corporate entities (legal entities performing general and administrative functions) (dollars in thousands, except on a per square foot basis):

	Same Properties(1)						New Properties						Redevelopment/ Development Properties				Corporate						Total
	As of September 30,
	2014			2013			2014			2013			2014		2013		2014			2013			2014			2013
Rentable GLA		5,510,488			5,510,488			1,546,763			355,462			—		—		—			—			7,057,289			5,865,988
Percent leased		92.9	%		92.0	%		95.1	%		98.2	%		—		—		—			—			93.4	%		92.4	%
Number of properties		31			31			7			2			—		—		—			—			38			33
Percent of total portfolio		78.1	%		93.9	%		21.9	%		6.1			—		—		—			—			100.0	%		100.0	%
	Same Properties						New Properties						Redevelopment/ Development Properties(3)				Corporate						Total
	Three months ended September 30,
	2014			2013			2014			2013			2014		2013		2014			2013			2014			2013
Rental revenue	$	21,991		$	22,132		$	2,735		$	1,449		$	83	$	33	$	(59	)	$	(58	)	$	24,750		$	23,556
Tenant recoveries		4,355			4,620			689			401			13		1		—			—			5,057			5,022
Other income		209			230			7			(7	)		—		—		211			130			427			353
Total revenues		26,555			26,982			3,431			1,843			96		34		152			72			30,234			28,931
Rental operations(2)		6,811			7,538			753			436			23		7		(281	)		(263	)		7,306			7,718
Property operating income	$	19,744		$	19,444		$	2,678		$	1,407		$	73	$	27	$	433		$	335		$	22,928		$	21,213

⁽¹⁾  Excludes two properties, Walgreens — North Corbin and Grant Creek Towne Center, which were sold in 2013 and have been reflected as discontinued operations for all periods presented in the condensed consolidated financial statements contained elsewhere herein. These properties had been classified as same properties in previous filings with the SEC.

⁽²⁾  Amount includes the following expenses that are directly attributable to a property: maintenance and repairs, real estate taxes, management fees and other operating expenses.

⁽³⁾  Includes development activities at our non-operating properties, consisting of Phase II of our Chimney Rock property and an undeveloped land parcel, Southlake Park Village, which are expected to contain approximately 312,000 square feet of GLA in the aggregate upon completion.

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The following table provides a reconciliation of property operating income (as defined in the table above) to net income for the three months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended
	September 30, 2014			September 30, 2013			Change			Percent Change
Property operating income	$	22,928		$	21,213		$	1,715			8.1	%
Unallocated (income) expense:
Changes in fair value of contingent consideration		—			(10	)		10			n/a
General and administrative		4,289			3,399			890			26.2	%
Depreciation and amortization		11,212			11,637			(425	)		3.7	%
Operating income		7,427			6,187			1,240			20.0	%
Interest expense, net		(6,284	)		(4,679	)		(1,605	)		34.3	%
Income from equity in unconsolidated entities		75			12			63			525.0	%
Income from continuing operations		1,218			1,520			(302	)		19.9	%
Income from discontinued operations		—			12,319			(12,319	)		n/a
Net income	$	1,218		$	13,839		$	(12,621	)		91.2	%

Property operating income: Property operating income increased by $1.7 million, or 8.1%, to $22.9 million for the three months ended September 30, 2014 compared to $21.2 million for the three months ended September 30, 2013. The increase was primarily related to the acquisition of four consolidated operating properties in 2013 after August 1, 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on property operating income for the three months ended September 30, 2014.

Changes in fair value of contingent consideration: A gain on changes in fair value of contingent consideration of approximately $10,000 was recognized in the three months ended September 30, 2013 related to the expiration of an earn-out period for a 2012 acquisition due to an increase in the actual leasing costs as compared to the initial estimates. The earn-out period expired on September 30, 2013 and the balance of $205,000 was paid in full in October 2013.

General and administrative: General and administrative expenses increased by $890,000, or 26.2%, to $4.3 million for the three months ended September 30, 2014 compared to $3.4 million for the three months ended September 30, 2013. The increase in general and administrative expenses was primarily due to an increase in share-based compensation expense as a result of new restricted stock grants issued in March 2014 (share-based compensation expense of $1.2 million and $583,000 for the three months ended September 30, 2014 and 2013, respectively). In addition, there was an increase in personnel, acquisition, disposition and other infrastructure costs due to our continued growth.

Depreciation and amortization: Depreciation and amortization expense decreased $425,000, or 3.7%, to $11.2 million for the three months ended September 30, 2014 compared to $11.6 million for the three months ended September 30, 2013. The decrease was primarily related to the full amortization of certain assets associated with older property acquisitions, partially offset by the acquisition of four consolidated operating properties in 2013 after August 1, 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on depreciation and amortization for the three months ended September 30, 2014.

Interest expense, net: Interest expense, net increased $1.6 million, or 34.3%, to $6.3 million for the three months ended September 30, 2014 compared to $4.7 million for the three months ended September 30, 2013. The increase was primarily due to the issuance of $100.0 million of unsecured notes at a weighted-average interest rate of 4.6% in November 2013 and the issuance of $250.0 million of unsecured notes at an interest rate of 4.625% in May 2014. The proceeds from these issuances were primarily utilized to repay outstanding borrowings under our unsecured revolving credit facility, which carried a lower variable interest rate. In addition, the increase was due to our assumption of approximately $7.3 million of mortgage debt in connection with our acquisition of the additional land parcel at The Promenade retail center in August 2013, partially offset by lower levels of outstanding borrowings under our unsecured revolving credit facility as a result of the repayment of outstanding borrowings and the repayment of higher interest rate secured indebtedness in 2014.

Income from equity in unconsolidated entities: Income of $75,000 for the three months ended September 30, 2014 and $12,000 for the three months ended September 30, 2013, respectively, are comprised of our proportionate share of the net income or loss from the operations of our unconsolidated properties.

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Income from discontinued operations: Income of $12.3 million (including a gain on sale of approximately $12.0 million) for the three months ended September 30, 2013 represents the operations of our Walgreens and Grant Creek Town Center properties, which were sold on July 19, 2013 and September 13, 2013, respectively. As a result of these dispositions, at September 30, 2013 the operations of the properties were classified as discontinued operations within the condensed consolidated statements of income for all periods presented (see Note 15 of the condensed consolidated financial statements contained elsewhere herein for further discussion).

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Comparison of the Nine Months Ended September 30, 2014 to the Nine Months Ended September 30, 2013

The following table sets forth historical financial information related to our operating portfolio for same properties (all properties that we consolidated, owned and operated for the entirety of both periods being compared, except for properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared), new properties (properties that were not owned during the entirety of the periods being compared), redevelopment/development properties (properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared) and corporate entities (legal entities performing general and administrative functions) (dollars in thousands, except on a per square foot basis):

	Same Properties(1)						New Properties						Redevelopment/ Development Properties				Corporate						Total
	As of September 30,
	2014			2013			2014			2013			2014		2013		2014			2013			2014			2013
Rentable GLA		5,348,063			5,348,025			1,709,226			517,925			—		—		—			—			7,057,289			5,865,988
Percent leased		92.7	%		92.1	%		95.6	%		96.1	%		—		—		—			—			93.4	%		92.4	%
Number of properties		30			30			8			3			—		—		—			—			38			33
Percent of total portfolio		75.8	%		91.2	%		24.2	%		8.8	%		—		—		—			—			100.0	%		100.0	%
	Same Properties						New Properties						Redevelopment/ Development Properties(3)				Corporate						Total
	Nine months ended September 30,
	2014			2013			2014			2013			2014		2013		2014			2013			2014			2013
Rental revenue	$	64,938		$	64,653		$	9,854		$	3,172		$	222	$	33	$	(178	)	$	(173	)	$	74,836		$	67,685
Tenant recoveries		12,739			13,338			2,394			777			35		2		—			(18	)		15,168			14,099
Other income		863			555			27			(7	)		—		—		567			406			1,457			954
Total revenues		78,540			78,546			12,275			3,942			257		35		389			215			91,461			82,738
Rental operations(2)		20,474			20,443			2,666			905			58		7		(805	)		(766	)		22,393			20,589
Property operating income	$	58,066		$	58,103		$	9,609		$	3,037		$	199	$	28	$	1,194		$	981		$	69,068		$	62,149

⁽¹⁾  Excludes two properties, Walgreens — North Corbin and Grant Creek Towne Center, which were sold in 2013 and have been reflected as discontinued operations for all periods presented in the condensed consolidated financial statements contained elsewhere herein. These properties had been classified as same properties in previous filings with the SEC.

⁽²⁾  Amount includes the following expenses that are directly attributable to a property: maintenance and repairs, real estate taxes, management fees and other operating expenses.

⁽³⁾  Includes development activities at our non-operating properties, consisting of Phase II of our Chimney Rock property and an undeveloped land parcel, Southlake Park Village, which are expected to contain approximately 312,000 square feet of GLA in the aggregate upon completion.

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The following table provides a reconciliation of property operating income (as defined in the table above) to net income for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Nine Months Ended
	September 30, 2014			September 30, 2013			Change			Percent Change
Property operating income	$	69,068		$	62,149		$	6,919			11.1	%
Unallocated (income) expense:
Changes in fair value of contingent consideration		—			(1,568	)		1,568			n/a
General and administrative		12,263			10,536			1,727			16.4	%
Depreciation and amortization		34,419			34,613			(194	)		0.6	%
Operating income		22,386			18,568			3,818			20.6	%
Interest expense, net		(17,151	)		(13,605	)		(3,546	)		26.1	%
Income (loss) from equity in unconsolidated entities		240			(13	)		253			1946.2	%
Changes in fair value of financial instruments and gain on redemption of OP units		—			230			(230	)		n/a
Income from continuing operations		5,475			5,180			295			5.7	%
Income from discontinued operations		—			12,455			(12,455	)		n/a
Net income	$	5,475		$	17,635		$	(12,160	)		69.0	%

Property operating income: Property operating income increased by $6.9 million, or 11.1%, to $69.1 million for the nine months ended September 30, 2014 compared to $62.2 million for the nine months ended September 30, 2013. The increase was primarily related to the acquisition of six consolidated operating properties in 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on property operating income for the nine months ended September 30, 2014.

Changes in fair value of contingent consideration: A gain on changes in fair value of contingent consideration of approximately $1.6 million was recognized in the nine months ended September 30, 2013 as a result of the reversal of a contingent liability related to an earn-out at one property due to a shortfall in expected leasing of vacant space at the property.

General and administrative: General and administrative expenses increased by $1.7 million, or 16.4%, to $12.2 million for the nine months ended September 30, 2014 compared to $10.5 million for the nine months ended September 30, 2013. The increase in general and administrative expenses was primarily due to an increase in share-based compensation expense compared to the prior period as a result of new restricted stock grants issued in March 2014 (share-based compensation expense of $3.1 million and $1.7 million for the nine months ended September 30, 2014 and 2013, respectively). In addition, there was an increase in personnel, acquisition, disposition and other infrastructure costs due to our continued growth.

Depreciation and amortization: Depreciation and amortization expense decreased $194,000, or 0.6%, to $34.4 million for the nine months ended September 30, 2014 compared to $34.6 million for the nine months ended September 30, 2013. The decrease was primarily related to the full amortization of certain assets associated with older property acquisitions, partially offset by the acquisition of six consolidated operating properties in 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on depreciation and amortization for the nine months ended September 30, 2014.

Interest expense, net: Interest expense, net increased $3.5 million, or 26.1%, to $17.1 million for the nine months ended September 30, 2014 compared to $13.6 million for the nine months ended September 30, 2013. The increase was primarily due to the issuance of $100.0 million of unsecured notes at a weighted-average interest rate of 4.6% in November 2013 and the issuance of $250.0 million of unsecured notes at an interest rate of 4.625% in May 2014. The proceeds from these issuances were primarily utilized to repay outstanding borrowings under our unsecured revolving credit facility, which carried a lower variable interest rate. In addition, the increase was due to our assumption of approximately $7.3 million of mortgage debt in connection with our acquisition of the additional land parcel at The Promenade retail center in August 2013, partially offset by lower levels of outstanding borrowings under our unsecured revolving credit facility as a result of the repayment of outstanding borrowings and the repayment of higher interest rate secured indebtedness in 2014.

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Income from equity in unconsolidated entities: Income of $240,000 for the nine months ended September 30, 2014 and a loss of $13,000 for the nine months ended September 30, 2013 are comprised of our proportionate share of the net income or loss from the operations of our unconsolidated properties.

Changes in fair value of financial instruments and gain on redemption of OP units: A gain on changes in fair value of financial instruments and gain on redemption of OP units of approximately $230,000 was recognized in the nine months ended September 30, 2013 as a result of (1) the redemption of 19,904 OP units and (2) the expiration of the guaranteed redemption period for OP units issued in connection with the 2011 Edwards acquisition, which resulted in the recognition of a gain of approximately $246,000 representing the unutilized portion of the remaining redemption provision.

Income from discontinued operations: Income of $12.5 million (including a gain on sale of approximately $12.0 million) for the nine months ended September 30, 2013 represents the operations of our Walgreens and Grant Creek Town Center properties, which were sold on July 19, 2013 and September 13, 2013, respectively. As a result of these dispositions, at September 30, 2013 the operations of the properties were classified as discontinued operations within the condensed consolidated statements of income for all periods presented (see Note 15 of the condensed consolidated financial statements contained elsewhere herein for further discussion).

Results of Operations – Segments

We evaluate the performance of our segments based upon property operating income. “Property Operating Income” is defined as operating revenues (rental revenue, tenant recoveries and other income) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses).

You should read the following discussion in conjunction with the segment information disclosed in Note 21 to our condensed consolidated financial statements in accordance with ASC 280, Segment Reporting. Our results of operations for the three and nine months ended September 30, 2014 and 2013 may not be indicative of our future results of operations.

The following table sets forth results of operations presented by segments for the three months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended
	September 30, 2014		September 30, 2013		Change			Percent Change
Revenues:
Office properties	$	2,233	$	2,052	$	181			8.8	%
Multi-family properties		1,326		1,397		(71	)		5.1	%
Retail properties		26,675		25,482		1,193			4.7	%
Total revenues	$	30,234	$	28,931	$	1,303			4.5	%
Property operating expenses:
Office properties	$	906	$	906	$	—			0.0	%
Multi-family properties		453		675		(222	)		32.9	%
Retail properties		5,947		6,137		(190	)		3.1	%
Total property operating expenses	$	7,306	$	7,718	$	(412	)		5.3	%

Comparison of the Three Months Ended September 30, 2014 to the Three Months Ended September 30, 2013

Revenue-office properties: Office properties revenue increased by $181,000, or 8.8%, to $2.2 million for the three months ended September 30, 2014 compared to $2.1 million for the three months ended September 30, 2013. The increase was the result of the commencement of certain leases at our Promenade Corporate Center property due to the releasing of vacant space. The percentage of space leased at properties comprising our office segment increased from 80.8% at September 30, 2013 to 85.0% at September 30, 2014.

Revenue-multi-family properties: Multi-family property revenue decreased by $71,000, or 5.1%, to $1.3 million for the three months ended September 30, 2014 compared to $1.4 million for the three months ended September 30, 2013. The decrease was primarily the result of turnover in leased apartments at the property (the leased percentage of the apartments fell from 95.3% at September 30, 2013 to 92.3% at September 30, 2014), which typically have a term of one year or less.

Revenue-retail properties: Retail property revenue increased by $1.2 million, or 4.7%, to $26.7 million for the three months ended September 30, 2014 compared to $25.5 million for the three months ended September 30, 2013. The increase was primarily related to the acquisition of four consolidated operating properties in 2013 after August 1, 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The

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acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on revenue for the three months ended September 30, 2014. In addition, we recognized an increase in contractual lease rates of approximately 5.9% for new or renewed leases executed during the twelve months ended September 30, 2014 for spaces previously occupied.

Property operating expenses-office properties: Office property operating expenses were $906,000 for both the three months ended September 30, 2014 and 2013.

Property operating expenses-multi-family properties: Multi-family property operating expenses decreased by $222,000, or 32.9%, to $453,000 for the three months ended September 30, 2014 compared to $675,000 for the three months ended September 30, 2013. The decrease was primarily related to the hiring of on-site management employees after March 31, 2013. The expenses related to these employees are now included in property operating expenses. Prior to the hiring of on-site management employees, expenses related to personnel managing the multi-family property were included in general and administrative expenses.

Property operating expenses-retail properties: Property operating expenses related to our retail properties decreased by $190,000, or 3.1%, to $5.9 million for the three months ended September 30, 2014 compared to $6.1 million for the three months ended September 30, 2013. The decrease was primarily related to the receipt of a real estate tax refund in 2014 (related to 2013), the write-off of straight-line rent receivable balances in 2013 related to the early lease terminations and the acquisition of five consolidated retail operating properties after September 30, 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade), partially offset by the acquisition of four consolidated operating properties in 2013 after August 1, 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on property operating expenses for the three months ended September 30, 2014.

The following table sets forth results of operations presented by segments for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Nine Months Ended
	September 30, 2014		September 30, 2013		Change		Percent Change
Revenues:
Office properties	$	6,627	$	6,428	$	199		3.1	%
Multi-family properties		4,109		4,053		56		1.4	%
Retail properties		80,725		72,257		8,468		11.7	%
Total revenues	$	91,461	$	82,738	$	8,723		10.5	%
Property operating expenses:
Office properties	$	2,649	$	2,593	$	56		2.2	%
Multi-family properties		1,412		1,374		38		2.8	%
Retail properties		18,332		16,622		1,710		10.3	%
Total property operating expenses	$	22,393	$	20,589	$	1,804		8.8	%

Comparison of the Nine Months Ended September 30, 2014 to the Nine Months Ended September 30, 2013

Revenue-office properties: Office properties revenue increased by $199,000, or 3.1%, to $6.6 million for the nine months ended September 30, 2014 compared to $6.4 million for the nine months ended September 30, 2013. The increase was the result of the commencement of certain leases at our Promenade Corporate Center property due to the releasing of vacant space. The percentage of space leased at properties comprising our office segment increased from 80.8% at September 30, 2013 to 85.0% at September 30, 2014.

Revenue-multi-family properties: Multi-family property revenue increased by $56,000, or 1.4%, to $4.1 million for the nine months ended September 30, 2014 compared to $4.0 million for the nine months ended September 30, 2013. The increase was primarily the result of sustained high levels in the leased percentage of apartments and small increases in the monthly rental rates.

Revenue-retail properties: Retail property revenue increased by $8.5 million, or 11.7%, to $80.7 million for the nine months ended September 30, 2014 compared to $72.2 million for the nine months ended September 30, 2013. The increase was primarily related to the acquisition of six consolidated operating properties in 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not

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have a material impact on revenues for the nine months ended September 30, 2014. In addition, we recognized an increase in contractual lease rates of approximately 5.9% for new or renewed leases executed during the twelve months ended September 30, 2014 for spaces previously occupied.

Property operating expenses-office properties: Office property operating expenses were $2.6 million for both the nine months ended September 30, 2014 and 2013.

Property operating expenses-multi-family properties: Multi-family property operating expenses were $1.4 million for both the nine months ended September 30, 2014 and 2013.

Property operating expenses-retail properties: Property operating expenses related to our retail properties increased by $1.7 million, or 10.3%, to $18.3 million for the nine months ended September 30, 2014 compared to $16.6 million for the nine months ended September 30, 2013. The increase was primarily related to the acquisition of six consolidated operating properties in 2013 (including our acquisition of the additional land parcel at The Promenade retail center, which is not considered a property separate from The Promenade). The acquisition of an undeveloped land parcel (Southlake Park Village) in November 2013 and two consolidated operating properties on September 26, 2014 did not have a material impact on property operating expenses for the nine months ended September 30, 2014.

Cash Flows

The following is a comparison, for the nine months ended September 30, 2014 and 2013, of our cash flows.

Cash and cash equivalents were $6.1 million and $3.5 million at September 30, 2014 and 2013, respectively.

Net cash provided by operating activities was $51.7 million for the nine months ended September 30, 2014 and $43.0 million for the nine months ended September 30, 2013, an increase of $8.7 million. The increase was primarily due to cash flow generated from operations of new acquisitions and an increase in accrued liabilities in 2014 due to an increase in accrued property taxes due to our recent acquisitions and an increase in interest payable due to the $250.0 million aggregate principal amount of unsecured notes issued in May 2014 (semi-annual interest payment due in November 2014).

Net cash used in investing activities was $186.4 million for the nine months ended September 30, 2014 compared to $137.6 million for the nine months ended September 30, 2013, an increase of $48.8 million. The increase was primarily the result of an increase in funds used for acquisitions and development of real estate of $38.6 million and the purchase of $10.5 million of marketable securities.

Net cash provided by financing activities was $137.6 million for the nine months ended September 30, 2014 compared to $92.5 million for the nine months ended September 30, 2013, an increase of $45.1 million. The increase was primarily due to higher net proceeds from the issuance of common stock of approximately $119.5 million as a result of the June 2014 common stock offering and proceeds from the issuance of the $250.0 million aggregate principal amount of unsecured notes in May 2014. This was partially offset by an increase in the repayment of mortgage notes and outstanding borrowings on the unsecured line of credit of approximately $56.4 million and $181.5 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013, a decrease in borrowings from the unsecured line of credit of $60.5 million and the repurchase of shares of the Series A preferred stock by the Parent Company in the amount of $17.4 million during the nine months ended September 30, 2014.

Funds From Operations

We present funds from operations, or FFO, because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year-over-year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT. As defined by NAREIT, FFO represents net income (loss) (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net gains (losses) on the disposition of real estate assets and after adjustments for unconsolidated partnerships and joint ventures. Our computation may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with

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GAAP) as an indicator of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

The following table presents a reconciliation of FFO of Excel Trust, Inc. for the three and nine months ended September 30, 2014 and 2013 (in thousands):

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Net (loss) income attributable to the common stockholders(1)	$	(2,830	)	$	10,739		$	(4,218	)	$	8,914
Non-controlling interests in operating partnership(1)		(21	)		279			(47	)		240
Depreciation and amortization		11,212			11,766			34,419			35,306
Depreciation and amortization related to joint ventures(2)		137			214			463			879
Gain on sale of real estate assets		—			(11,974	)		—			(11,974	)
Funds from operations	$	8,498		$	11,024		$	30,617		$	33,365

⁽¹⁾  Net income allocable to non-controlling interests in the Operating Partnership is included in net income (loss) attributable to unitholders of the Operating Partnership as reflected in the condensed consolidated financial statements of the Operating Partnership, included elsewhere herein.

⁽²⁾  Includes a reduction for 50% of the depreciation and amortization expense associated with the proportionate share of our consolidated Dothan property not owned by us and an increase for our proportionate share of depreciation and amortization expense at our unconsolidated La Costa Town Center and Bay Hill properties.

Liquidity and Capital Resources of Excel Trust, Inc.

In this “Liquidity and Capital Resources of Excel Trust, Inc.” section, the term the “Company” refers only to Excel Trust, Inc. on an unconsolidated basis, and excludes the Operating Partnership and all other subsidiaries. For further discussion of the liquidity and capital resources of the Company on a consolidated basis, see the section entitled “Liquidity and Capital Resources of Excel Trust, L.P.” below.

The Company’s business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by the Operating Partnership. The Company itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company’s principal funding requirement is the payment of dividends on its common and preferred shares. The Company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.

As of September 30, 2014, the Company owned an approximate 98.3% partnership interest in the Operating Partnership. The remaining 1.7% partnership interests are owned by non-affiliated investors and certain of the Company’s directors and executive officers. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies.

The liquidity of the Company is dependent on the Operating Partnership’s ability to make sufficient distributions to the Company. The primary cash requirement of the Company is its payment of dividends to its stockholders. The Company also guarantees some of the Operating Partnership’s debt, as discussed further in Note 8 of the condensed consolidated financial statements contained elsewhere herein. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger the Company’s guarantee obligations, then the Company will be required to fulfill its cash payment commitments under such guarantees. However, the Company’s only significant asset is its investment in the Operating Partnership.

We believe the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured revolving credit facility, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its stockholders for at least the next twelve months. However, there can be no assurance that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company. The unavailability of capital could adversely affect the Operating Partnership’s ability to pay distributions to the Company, which would in turn adversely affect the Company’s ability to pay cash dividends to its stockholders.

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The Company’s short-term liquidity requirements consist primarily of funds to pay for future dividends expected to be paid to the Company’s stockholders and operating expenses and other expenditures directly associated with our properties, including:

• interest expense and scheduled principal payments on outstanding indebtedness,

• general and administrative expenses,

• anticipated and unanticipated capital expenditures, tenant improvements and leasing commissions,

• construction of the non-operating portion of some of our properties, and

• properties under contract or acquired after September 30, 2014.

We have entered into equity distribution agreements, or the Equity Distribution Agreements, with four sales agents, under which the Company can issue and sell shares of its common stock from time to time through, at its discretion, any of the sales agents. The Equity Distribution Agreements were initially entered into in March 2012 and were subsequently amended and restated in May 2013, permitting additional sales with an aggregate offering price of up to $100.0 million. The sales of common stock made under the Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. During the year ended December 31, 2013, the Company issued 3,211,928 shares of its common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $40.7 million at an average stock issuance price of $13.05 per share. The net proceeds of $40.7 million were contributed to the Operating Partnership in exchange for 3,211,928 OP units. During the nine months ended September 30, 2014, the Company did not issue any shares pursuant to the Equity Distribution Agreements. As of September 30, 2014, the remaining aggregate offering price for sales of the Company’s shares permitted under the Equity Distribution Agreements was $95.0 million.

On June 25, 2014, the Company completed the issuance of 12,650,000 shares of its common stock, including the exercise of an option to purchase an additional 1,650,000 shares, resulting in net proceeds of approximately $160.6 million, after deducting the underwriters’ discount and commissions and offering expenses. The net proceeds were contributed to the Operating Partnership in exchange for 12,650,000 OP units.

Future Uses of Cash

The Company may from time to time seek to repurchase or redeem the Operating Partnership’s outstanding debt, the Company’s shares of common stock or preferred stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

The Company’s board of directors has authorized a stock repurchase program under which the Company may acquire up to $50.0 million of its common stock and preferred stock in open market and negotiated purchases with no expiration date. As of September 30, 2014, approximately $24.7 million remained available under the stock repurchase program to acquire outstanding shares of the Company’s common stock and preferred stock. See Note 13 to the condensed consolidated financial statements contained elsewhere herein for further discussion).

As circumstances warrant, the Company may issue equity from time to time, dependent upon market conditions and available pricing. When the Company receives proceeds from preferred or common equity issuances, it is required by the Operating Partnership’s partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for preferred or common OP units. The Operating Partnership may use the proceeds to repay debt, including borrowings under its unsecured revolving credit facility, for acquisitions and for other general corporate purposes.

We are also subject to the commitments discussed below under “Dividends and Distributions.”

Dividends and Distributions

For the Company to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its ordinary taxable income (excluding any net capital gain). While historically the Company has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company’s own stock. As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, acquisitions and developments.

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Liquidity and Capital Resources of Excel Trust, L.P.

In this “Liquidity and Capital Resources of Excel Trust, L.P.” section, the terms “we,” “our” and “us” refer to the Operating Partnership together with its consolidated subsidiaries or the Operating Partnership and Excel Trust, Inc. together with their consolidated subsidiaries, as the context requires. Excel Trust, Inc. is our sole general partner and consolidates our results of operations for financial reporting purposes. Because we operate on a consolidated basis with Excel Trust, Inc., the section entitled “Liquidity and Capital Resources of Excel Trust, Inc.” should be read in conjunction with this section to understand our liquidity and capital resources on a consolidated basis.

Analysis of Liquidity and Capital Resources

At September 30, 2014, we had $6.1 million of cash and cash equivalents on hand.

Our short-term liquidity requirements consist primarily of funds to pay for future distributions expected to be paid to our unitholders and operating expenses and other expenditures directly associated with our properties, including:

• interest expense and scheduled principal payments on outstanding indebtedness,

• general and administrative expenses,

• anticipated and unanticipated capital expenditures, tenant improvements and leasing commissions,

• construction of the non-operating portion of some of our properties, and

• properties under contract or acquired after September 30, 2014.

Our long term liquidity requirements consist primarily of funds to pay for property acquisitions, scheduled debt maturities, renovations, expansions, capital commitments, construction obligations and other non-recurring capital expenditures that need to be made periodically, and the costs associated with acquisitions and developments of new properties that we pursue.

We intend to satisfy our short-term liquidity requirements primarily through our existing working capital and cash provided by our operations. We believe our rental revenue net of operating expenses will generally provide sufficient cash inflows to meet our debt service obligations (excluding debt maturities), pay general and administrative expenses and fund regular distributions. We anticipate being able to refinance our debt service obligations or borrow from our unsecured revolving credit facility to pay for upcoming debt maturities. We expect to incur approximately $29.2 million in construction costs relating to redevelopment or development projects on portions of existing operating properties and at our non-operating properties (Chimney Rock Phase II and Southlake Park Village). Funds for these costs are expected to come from new mortgage financing, borrowings from our unsecured revolving credit facility and existing cash. We intend to satisfy our other long-term liquidity requirements through our existing working capital, cash provided by indebtedness, long-term secured and unsecured indebtedness and the use of net proceeds from the disposition of non-strategic assets. In addition, we may, from time to time, offer and sell additional equity and debt securities, warrants, rights and other securities to the extent necessary or advisable to meet our liquidity needs.

As of September 30, 2014, our mortgage indebtedness consisted of the following:

Property Pledged as Collateral	Principal Balance		Contractual Interest Rate			Monthly Payment(1)		Maturity Date
The Promenade	$	46,586		4.80	%		344		October 2015
5000 South Hulen		13,237		5.60	%		83		April 2017
Lake Pleasant Pavilion		27,597		6.09	%		143		October 2017
Rite Aid — Vestavia Hills		880		7.25	%		21		October 2018
Living Spaces-Promenade		6,875		7.88	%		80		November 2019
West Broad Village(2)		39,700		3.33	%		110		May 2020
Lowe’s, Shippensburg		12,874		7.20	%		110		October 2031
Northside Plaza(3)		12,000		0.05	%		1		November 2035
	$	159,749
Plus: premium(4)		1,088
Mortgage notes payable, net	$	160,837

⁽¹⁾  Amount represents the monthly payment of principal and interest at September 30, 2014.

⁽²⁾  The loan at the West Broad Village property was refinanced in April 2013 and bears a fixed rate of 3.33% with a new maturity date of May 1, 2020. Debt payments are interest-only through May 2016.

⁽³⁾  The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at September 30, 2014). The interest rate on the bonds is currently priced off of the Securities Industry and Financial

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Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by us from our unsecured revolving credit facility. An underwriter’s discount related to the original issuance of the bonds with a remaining balance of $101,000 at September 30, 2014 will be amortized as additional interest expense through November 2035.

⁽⁴⁾  Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter’s discount for the issuance of redevelopment bonds.

Our unsecured revolving credit facility has a borrowing capacity of $300.0 million, which may be increased from time to time up to an additional $200.0 million for a total borrowing capacity of $500.0 million, subject to receipt of lender commitments and other conditions precedent. The maturity date is April 6, 2018 and may be extended for an additional nine months at our option.

As of September 30, 2014, the unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 to 170 basis points, depending on Excel Trust, Inc.’s credit rating. As of September 30, 2014, we were also responsible for paying a fee of 0.25% to 0.30% on the full capacity of the facility. Borrowings under the unsecured revolving credit facility at September 30, 2014 were $56.0 million, at a weighted-average interest rate of 1.45%. We have issued $16.9 million in letters of credit from the unsecured revolving credit facility, which secure an outstanding $12.0 million bond payable for the Northside Mall property and construction activities at the Southlake Park Village property. The Northside Mall property bond is included with the mortgages payable on our condensed consolidated balance sheets. At September 30, 2014, there was approximately $222.5 million available for borrowing under the unsecured revolving credit facility.

Our ability to borrow funds under the credit agreement, and the amount of funds available under the credit agreement at any particular time, are subject to our meeting borrowing base requirements. The amount of funds we can borrow is determined by the net operating income of our unencumbered assets that comprise the borrowing base (as defined in the credit agreement, as amended). We are also subject to financial covenants relating to maximum leverage ratios on unsecured, secured and overall debt, minimum fixed coverage ratios, minimum amount of net worth, dividend payment restrictions and certain investment limitations.

The following is a summary of key financial covenants and their covenant levels as of September 30, 2014:

	Required			Actual
Key financial covenant(1):
Ratio of total liabilities to total asset value (maximum)		60.0	%		40.8	%
Ratio of adjusted EBITDA to fixed charges (minimum)		1.50x			1.9x
Ratio of secured indebtedness to total asset value (maximum)		40.0	%		12.2	%

⁽¹⁾  For a complete listing of all debt covenants related to our consolidated indebtedness as well as definitions of the above terms, please refer to our applicable filings with the SEC.

As of September 30, 2014, we believe that we were in compliance with all of the covenants under our credit agreement.

On May 12, 2014, we completed the issuance of $250.0 million aggregate principal amount of 4.625% senior unsecured notes due 2024 (the “Notes due 2024”). The Notes due 2024 bear interest at 4.625% per annum and were issued at 99.477% of the principal amount to yield 4.691% to maturity. Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024. Our obligations under the Notes due 2024 are fully and unconditionally guaranteed by Excel Trust, Inc. On or before February 15, 2024, we may redeem all or a portion of the Notes due 2024 upon notice to the holders at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes due 2024 being redeemed and (2) 100% of the principal amount plus a make-whole premium as set forth in the Indenture governing the Notes due 2024, plus accrued and unpaid interest up to, but not including, the redemption date. After February 15, 2024, the redemption price will be equal to 100% of the principal amount of the Notes due 2024 being redeemed, plus accrued and unpaid interest up to, but not including, the redemption date. Proceeds from the issuance of the Notes due 2024 were used to repay a portion of the outstanding indebtedness under our unsecured revolving credit facility and for other general corporate and working capital purposes.

Future Uses of Cash

We may from time to time seek to repurchase or redeem our outstanding debt, OP units or preferred units (subject to the repurchase or redemption of an equivalent number of shares of common stock or preferred stock by Excel Trust, Inc.) or other securities, and Excel Trust, Inc. may seek to repurchase or redeem its outstanding shares of common stock or preferred stock or other securities, in each case in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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As of September 30, 2014, our ratio of debt-to-gross undepreciated asset value was approximately 38.3%. Our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties we may acquire or develop, and Excel Trust, Inc.’s board of directors may modify our debt policy from time to time. The amount of leverage we will deploy for particular investments in our target assets will depend upon our management team’s assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the target assets in our investment portfolio, the potential for losses, the availability and cost of financing the assets, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial mortgage markets, our outlook for the level, slope and volatility of interest rates, the credit quality of our target assets and the collateral underlying our target assets. Accordingly, the ratio of debt-to-gross undepreciated asset value may increase or decrease beyond the current amount.

Commitments, Contingencies and Contractual Obligations

The following table outlines our contractual obligations (dollars in thousands) at September 30, 2014 related to our mortgage and note indebtedness and other commitments:

	Payments by Period
	2014 (three months)		2015-2016		2017-2018		Thereafter		Total
Principal payments — fixed rate debt	$	971	$	50,280	$	43,642	$	402,856	$	497,749
Principal payments — variable rate debt(1)		—		—		56,000		12,000		68,000
Interest payments — fixed rate debt		8,956		44,446		38,920		84,585		176,907
Interest payments — variable rate debt(1)		205		1,636		1,035		91		2,967
Construction costs(2)		5,946		23,228		—		—		29,174
	$	16,078	$	119,590	$	139,597	$	499,532	$	774,797

⁽¹⁾  Includes redevelopment revenue bonds at our Northside Mall property and our unsecured revolving credit facility (there were no outstanding borrowings under our unsecured revolving credit facility at September 30, 2014). Interest on the redevelopment bonds is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at September 30, 2014). The unsecured revolving credit facility bears interest at the rate of LIBOR plus a margin of 90 basis points to 170 basis points, depending on our credit rating (weighted-average interest rate of 1.45% at September 30, 2014). Interest payments for variable rate debt are based on the interest rates in effect and debt balances outstanding on September 30, 2014.

⁽²⁾  Amount represents our estimate of costs expected to be incurred relating to development projects on portions of existing operating properties and at our non-operating properties (Chimney Rock Phase II and Southlake Park Village).

Off-Balance Sheet Arrangements

We held a 20% ownership interest in an unconsolidated limited liability company, La Costa LLC, which owned the La Costa Town Center property. La Costa LLC did not qualify as a variable interest entity, or VIE, and consolidation was not required as we did not control the operations of the property. We accounted for our interest in La Costa LLC as a profit-sharing arrangement, which is reflected in a manner that is similar to the equity method of accounting. The assets and liabilities of La Costa LLC were $24.9 million and $14.4 million, respectively, at September 30, 2014.

On October 9, 2014, we completed the disposition of the La Costa Town Center property for a sales price of approximately $31.6 million, excluding closing costs (our proportionate share of the sales price was $6.3 million). The sale resulted in a gain of approximately $1.3 million, which will be recognized as a gain on the sale of investment in unconsolidated properties.

We hold a 50% tenant-in-common ownership interest in a company, Bay Hill Fountains, LLC, or Bay Hill LLC, which owns The Fountains at Bay Hill property, or the Bay Hill property. The Bay Hill LLC does not qualify as a VIE and consolidation is not required as we do not control the operations of the property. We receive 50% of the cash flow distributions and recognize 50% of the results of operations. In addition, we receive fees in our role as the day-to-day property manager. We account for our interest in the Bay Hill property under the equity method of accounting. The assets and liabilities of the Bay Hill property were $39.4 million and $25.1 million, respectively, at September 30, 2014.

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Our proportionate share of outstanding indebtedness at the unconsolidated entities as of September 30, 2014 is as follows (dollars in thousands):

Name	Ownership Interest			Principal  Amount(1)		Interest Rate			Maturity Date
La Costa LLC		20	%	$	2,820		5.9	%		October 1, 2014
Bay Hill LLC		50	%	$	11,542		3.4	%		April 2, 2015

⁽¹⁾  Amount represents our proportionate share of a secured mortgage note, which bears interest at the rate of LIBOR plus a margin of 575 basis points (La Costa LLC) and at the rate of LIBOR plus a margin of 325 basis points (Bay Hill).

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities. Accordingly, we are not materially exposed to any other financing, liquidity, market or credit risk that could arise if we had engaged in these relationships, other than as described above.

Distribution Policy

Excel Trust, Inc. has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code. To continue to qualify as a REIT, Excel Trust, Inc. must meet a number of organizational and operational requirements, including the requirement that Excel Trust, Inc. distribute currently at least 90% of its REIT taxable income (excluding any net capital gain) to its stockholders. It is our intention to comply with these requirements and maintain Excel Trust, Inc.’s REIT status. As a REIT, Excel Trust, Inc. generally will not be subject to corporate United States federal, state or local income taxes on income it distributes currently (in accordance with the Code and applicable regulations) to its stockholders. If Excel Trust, Inc. fails to qualify as a REIT in any taxable year, it will be subject to United States federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent tax years. Even if Excel Trust, Inc. qualifies for United States federal taxation as a REIT, we may be subject to certain state and local taxes on our income properties and operations and to United States federal income and excise taxes on our taxable income not distributed in the amounts and in the time frames prescribed by the Code and applicable regulations thereunder.

Inflation

Some of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on our leases that do not contain indexed escalation provisions. In addition, most of our leases require the tenant to pay its share of operating expenses, including common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation, assuming our properties remain leased and tenants fulfill their obligations to reimburse us for such expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments depend upon prevailing market interest rates. Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we believe we are exposed is interest rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk.

The fair value of mortgages payable at September 30, 2014 was approximately $166.8 million compared to the carrying amount of $160.8 million. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by approximately $5.0 million at September 30, 2014. A 100 basis point decrease in market interest rates would result in an increase in the fair market value of our fixed-rate debt by approximately $5.3 million at September 30, 2014.

We have a $300.0 million unsecured revolving credit facility. As of September 30, 2014, the unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 basis points to 170 basis points, depending on our credit rating. As of September 30, 2014, we had $72.9 million of debt and commitments outstanding under our unsecured revolving credit facility, which includes $16.9 million in letters of credit issued under the facility. At September 30, 2014, the outstanding balance on our unsecured revolving credit facility was $56.0 million at a weighted-average interest rate of 1.45%. The fair value of the unsecured revolving credit facility at September 30, 2014 was approximately $55.5 million. Based on outstanding borrowings of $56.0 million at September 30, 2014, an increase of 100 basis points in LIBOR would result in an increase in the interest we incur in the amount of approximately $560,000

56

We issued $350.0 million aggregate principal amount of senior unsecured notes with a weighted-average fixed interest rate of 4.62%. The fair value of the senior unsecured notes at September 30, 2014 was approximately $352.1 million. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by approximately $24.8 million at September 30, 2014. A 100 basis point decrease in market interest rates would result in an increase in the fair market value of our fixed-rate debt by approximately $27.1 million at September 30, 2014.

In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with high credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks and that we will ultimately realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into such contracts for speculative or trading purposes.

Item 4. Controls and Procedures

Controls and Procedures (Excel Trust, Inc.)

Excel Trust, Inc. maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, Excel Trust, Inc. carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of Excel Trust, Inc. concluded, as of that time, that Excel Trust, Inc.’s disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in Excel Trust, Inc.’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Excel Trust, Inc.’s internal control over financial reporting.

Controls and Procedures (Excel Trust, L.P.)

Excel Trust, L.P. maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of its general partner, Excel Trust, Inc., as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, Excel Trust, L.P. carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of its general partner concluded, as of that time, that Excel Trust, L.P.’s disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in Excel Trust, L.P.’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Excel Trust, L.P.’s internal control over financial reporting.

57

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our properties that we believe would have a material adverse effect on our financial position, results of operations or liquidity. We are involved in routine litigation arising in the ordinary course of business, none of which we believe to be material.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the section entitled “Risk Factors” beginning on page 11 in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC and is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors disclosed in the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities and Use of Proceeds (Excel Trust, Inc.)

None.

Unregistered Sales of Equity Securities and Use of Proceeds (Excel Trust, L.P.)

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

58

Item 6. Exhibits

Exhibit Number	Description of Exhibit
10.1	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, among DDR Fort Union I and II LLC, DDR Midvalley LLC, DDR Family Centers LP, DDR Fort Union W LLC, Hermes Associates, Hermes Associates, Ltd., University Square Associates, Ltd. and Excel Trust, L.P., dated May 16, 2014.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

59

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

EXCEL TRUST, INC.		EXCEL TRUST, L.P. By: Excel Trust, Inc. Its general partner
By:	/S/    GARY B. SABIN	By:	/S/    GARY B. SABIN
	Gary B. Sabin Chairman and Chief Executive Officer (Principal Executive Officer)		Gary B. Sabin Chairman and Chief Executive Officer (Principal Executive Officer)
By:	/S/    JAMES Y. NAKAGAWA	By:	/S/    JAMES Y. NAKAGAWA
	James Y. Nakagawa Chief Financial Officer (Principal Financial Officer)		James Y. Nakagawa Chief Financial Officer (Principal Financial Officer)
Dated: November 6, 2014		Dated: November 6, 2014

60

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, among DDR Fort Union I and II LLC, DDR Midvalley LLC, DDR Family Centers LP, DDR Fort Union W LLC, Hermes Associates, Hermes Associates, Ltd., University Square Associates, Ltd. and Excel Trust, L.P., dated May 16, 2014.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

61

EX-10.1

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

DDR FORT UNION I & II LLC,

a Delaware limited liability company

DDR MIDVALLEY LLC,

a Delaware limited liability company

DDR FAMILY CENTERS LP,

a Delaware limited partnership

DDR FORT UNION W LLC,

a Delaware limited liability company

HERMES ASSOCIATES,

a Utah general partnership

HERMES ASSOCIATES, LTD.,

a Utah limited partnership

UNIVERSITY SQUARE ASSOCIATES, LTD.,

a Utah limited partnership

COLLECTIVELY,

“SELLERS”

And

EXCEL TRUST, L.P.,

a Delaware limited partnership

“BUYER”

May         , 2014

TABLE OF CONTENTS

	Page
ARTICLE 1 CERTAIN DEFINITIONS		1
ARTICLE 2 PURCHASE, PURCHASE PRICE AND PAYMENT		12
ARTICLE 3 ESCROW		16
ARTICLE 4 INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE		16
ARTICLE 5 PRE-CLOSING OBLIGATIONS OF SELLERS		24
ARTICLE 6 SELLER’S DELIVERIES		33
ARTICLE 7 BUYER’S DELIVERIES		35
ARTICLE 8 CONDITIONS TO CLOSING; CLOSING; AND TERMINATION UPON DEFAULT		36
ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF SELLER		42
ARTICLE 10 REPRESENTATIONS AND WARRANTIES OF BUYER		46
ARTICLE 11 COSTS, EXPENSES AND PRORATIONS		49
ARTICLE 12 ACTIONS TO BE TAKEN AT THE CLOSING		54
ARTICLE 13 BROKERS		55
ARTICLE 14 INTENTIONALLY OMITTED
ARTICLE 15 INDEMNIFICATION		56
ARTICLE 16 MISCELLANEOUS		57

EXHIBITS

A	Legal Description of Parcels (A-1 through A-3)
B	Depiction of Parcels and Shopping Centers (B-1 through B-3)
C	Seller’s Deed
D	Bill of Sale
E	Certificate of Non-Foreign Status
F	Assignment and Assumption of Leases, License Agreements and Security Deposits
G	Assignment of Permits, Entitlements and Intangible Property
H	General Provisions of Escrow
I	Form of Tenant Estoppel Certificate
J	Form of Landlord Estoppel Certificate
K	RESERVED
L	RESERVED
M	Form of Seller’s Affidavit
N	Form of Tenant Notice Letter

SCHEDULES

1.0	List of Seller’s Deliveries
2.0	Rent Roll (as of date thereon)
3.0	Purchase Price Allocation
4.0	Permitted Title Matters to be Recorded
5.0	List of Leases as of the Effective Date
6.0	List of License Agreements as of the Effective Date
7.0	Direct Tax Paying Tenants
8.0	Qualifiers to Seller’s Representations and Warranties
9.0	List of Major Tenants Subject to Bankruptcy Condition

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into and effective as of the          day of May, 2014, by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership, or its assignee permitted under Section 16.1 below (“Buyer”). Each Seller and Buyer shall sometimes separately be referred to herein as a “Party” and all of whom shall sometimes be collectively referred to herein as the “Parties”. This Agreement constitutes: (a) a binding purchase and sale agreement between Sellers and Buyer; and (b) joint escrow instructions to Escrow Agent whose consent appears at the end of this Agreement.

FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, the Parties mutually agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

In addition to those terms defined elsewhere in this Agreement, the following terms have the meanings set forth below:

“Agreement” shall mean this Purchase and Sale Agreement and Joint Escrow Instructions dated as of the          day of May, 2014, by and between Sellers and Buyer, together with all Exhibits and Schedules attached hereto.

“Assignment and Assumption of Leases, License Agreements and Security Deposits” shall mean the Assignment and Assumption of Leases, License Agreements and Security Deposits, in the form of Exhibit “F,” attached hereto and incorporated herein by reference.

“Assignment of Permits, Entitlements and Intangible Property” shall mean the Assignment of Permits, Entitlements and Intangible Property, in the form of Exhibit “G,” attached and incorporated herein by reference.

“Bill of Sale” shall mean the Bill of Sale, in the form of Exhibit “D,” attached hereto and incorporated herein by reference.

“Books and Records” shall mean certain books and records relating to the business of owning, operating, maintaining and/or managing the Property, including, without limitation, certain accounting, financial, tax, employment, sales and other similar operating records related to the Shopping Centers, but only to the extent such books and records: (i) are in any Seller’s actual possession or control; (ii) are reasonably requested by Buyer and made available at Buyer’s sole cost and expense; (iii) are not proprietary or confidential in any Seller’s reasonable discretion; and (iv) are subject in all respects to the other terms, limitations and restrictions otherwise set forth in Section 5.2 of this Agreement. Notwithstanding anything to the contrary as contained herein, under no circumstances shall the Books and Records include, and Sellers shall have no obligations to deliver, any appraisals, property condition reports or internal reports not customarily provided by a seller to a prospective buyer.

“Business Day” shall mean a Calendar Day, other than a Saturday, Sunday or a day observed as a legal holiday by the United States federal government or the State of Utah.

“Buyer” shall mean Excel Trust, L.P., a Delaware limited partnership, its permitted successors and assigns.

“Buyer’s Broker” shall mean Lucescu Realty, located at 500 Newport Center Drive, Suite 550, Newport Beach, California 92660.

“Buyer’s Broker’s Commission” shall have the meaning given to such term in Article 13 hereof.

“Buyer’s Election Not to Terminate” shall have the meaning given to such term in Section 4.3 hereof.

“Buyer’s Election to Terminate” shall have the meaning given to such term in Section 4.2 hereof.

“Buyer’s Exchange” shall have the meaning given to such term in Section 16.15 hereof.

“Buyer’s Affiliates” shall have the meaning given to such term in Section 4.1(c) hereof.

“Calendar Day” shall mean any day of the week including a Business Day.

“Cap” shall have the meaning given to such term in Section 9.18 hereof.

“Cash” shall mean legal tender of the United States of America represented by either: (a) a cashier’s or certified check or checks currently dated, payable to payee and honored upon presentation for payment; or (b) funds wire transferred or otherwise deposited into payee’s account at payee’s direction.

“Certificate of Non-Foreign Status” shall mean that certain Certificate of Non-Foreign Status, in the form of Exhibit “E,” attached hereto and incorporated herein by reference.

2

“Chase Parcel” shall have the meaning given to such term in Section 4.1(d) hereof.

“Closing” shall have the meaning given to such term in Section 8.4 hereof.

“Closing Date” shall have the meaning given to such term in Section 8.4 hereof.

“Closing Deposit” shall have the meaning given to such term in Section 2.2(d) hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent federal revenues laws.

“Condemnation Proceeding” shall have the meaning given to such term in Section 8.3(a) hereof.

“Contracts” shall mean all written or oral: (a) insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, collective bargaining, employment, employee benefit, severance, franchise, licensing, supply, purchase, consulting, professional service, advertising, promotion, public relations and other contracts and commitments in any way relating to any Improved Parcel or any part thereof and entered into by or on behalf of a Seller or otherwise in Seller’s name, together with all supplements, amendments and modifications thereto; and (b) equipment leases entered into by a Seller and all rights and options of such Seller thereunder, together with all supplements, amendments and modifications thereto. The term “Contracts” shall specifically exclude all title exceptions listed in the Preliminary Title Reports, as well as the Leases and the License Agreements.

“Corresponding Tenant Estoppel” shall have the meaning given to such term in Section 5.1(h) hereof.

“Cure Deadline” shall have the meaning given to such term in Section 4.1(e)(iii) hereof.

“Cure Election Deadline” shall have the meaning given to such term in Section 4.1(e)(ii) hereof.

“Cure Election Notice” shall have the meaning given to such term in Section 4.1(e)(ii) hereof.

“DDR” shall mean DDR Corp., an Ohio corporation, its successors and assigns.

“Default Cure Agreement” shall have the meaning given to such term in Section 8.1(k) hereof.

“Delinquent Revenues” shall have the meaning given to such term in Section 11.2(a)(i) hereof.

“Deposit” shall mean the Initial Deposit and the Second Deposit, as applicable, together with all interest accrued thereon, if any, while in Escrow Agent’s possession or control.

3

“Designated Representatives” shall have the meaning given to such term in Section 9.17 hereof.

“Effective Date” shall mean the later of the date this Agreement is executed by Buyer or the date this Agreement is executed by Sellers, as such dates appear after each Party’s signature herein below.

“Environmental Laws” shall mean all applicable federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, and other authorities, which relate to the environment and/or which classify, regulate, impose liability, obligations, restrictions on ownership, occupancy, transferability or use of the Improved Parcel as it relates to the environment, and/or list or define hazardous substances, materials, wastes, contaminants, pollutants and/or the Hazardous Materials including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Resources Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Clear Air Act, 42 U.S.C. Section 7901, et seq., the Toxic Substance Control Act, 15 U.S.C. Sections 2601 through 2629, the Public Health Service Act, 42 U.S.C. Sections 300f through 300j, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., the Oil Pollution Act, 33 U.S.C. Section 2701, et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 4321, et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 15 U.S.C. Section 136, et seq., the Medical Waste Tracking Act, 42 U.S.C. Section 6992, the Atomic Energy Act of 1985, 42 U.S.C. Section 3011, et seq., and any similar federal, state or local laws and ordinances and the regulations adopted, published and/or promulgated pursuant thereto and other state and federal laws relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any Hazardous Materials.

“Escrow” shall have the meaning given to such term in Article 3 hereof.

“Escrow Agent” shall mean First American Title Insurance Company, located at 100 Spear Street, Suite 1600, San Francisco, California 94105; Attn: Heather Kucala, Direct: (415) 837-2295; FAX: (415) 398-1750; E-mail: hkucala@firstam.com.

“Estoppel Certificate” shall mean any Landlord Estoppel Certificate or any Tenant Estoppel Certificate.

“Estoppel Cure Agreement” shall have the meaning given to such term in Section 5.1(h)(ii) hereof.

“Estoppel Cure Deadline” shall have the meaning given to such term in Section 5.1(h)(ii) hereof.

“Estoppel Cure Notice” shall have the meaning given to such term in Section 5.1(h)(ii) hereof.

“Estoppel Delivery Deadline” shall mean one (1) Business Day prior to the Closing Date.

4

“Estoppel Objection Deadline” shall have the meaning given to such term in Section 5.1(h)(ii) hereof.

“Estoppel Objection Matter” and “Estoppel Objection Matters” shall have the meanings given to such terms in Section 5.1(h)(ii) hereof.

“Estoppel Objection Notice” shall have the meaning given to such term in Section 5.1(h)(ii) hereof.

“Excluded Tenant Leases” shall mean the Leases between Seller and the Excluded Tenants.

“Excluded Tenants” shall mean the following Tenants in the Shopping Center commonly known as The Family Center at Fort Union located in Midvale, Utah: (a) Quiznos; (b) Wingers; and (c) Fort Union Dry Cleaners.

“Exclusions” shall have the meaning given to such term in Section 9.18 hereof.

“Existing Survey” and “Existing Surveys” shall have the meanings given to such terms in Section 4.1(b)(i) hereof.

“Extended Survival Period” shall mean shall have the meaning given to such term in Section 9.16 hereof.

“Floor” shall have the meaning given to such term in Section 9.18 hereof.

“Fort Union Parcel” shall refer to that certain parcel of real property identified on the Property List and more particularly described on the corresponding legal description set forth on Exhibit “A-1” attached hereto and incorporated by reference, and as depicted on Exhibit “B-1” attached hereto and incorporated herein by reference.

“Fort Union Property” shall refer to all such Property owned by Fort Union Seller.

“Fort Union Seller” shall have the meaning given to such term in the Preamble of this Agreement.

“General Provisions” shall have the meaning given to such term in Article 3 hereof.

“Hazardous Materials” shall mean all hazardous wastes, toxic substances, pollutants, contaminants, radioactive materials, flammable explosives, and other such similar materials, including, without limitation, substances defined as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “toxic pollutants,” “petroleum substances,” or “infectious waste” in any applicable Environmental Laws, and any such other similar substances, materials and wastes which are regulated by reason of actual or threatened risk of toxicity causing injury or illness under any Environmental Laws.

5

“Improved Parcels” shall mean the Parcels, together with all Improvements thereon. Reference to an “Improved Parcel” shall mean any one of the Improved Parcels, as the context requires.

“Improvements” shall mean all buildings and structures located on the Improved Parcels (subject to the Leases), together with each respective Seller’s right, title and interest in and to all fixtures, trade fixtures, systems, facilities, machinery, equipment, conduits and utilities that provide fire protection, security, surveillance, heat, exhaust, ventilation, air conditioning, electrical power, lighting, plumbing, refrigeration, gas, sewer, storm systems, waste water systems, drinking water, non-potable water, irrigation water, telecommunications, computer, wiring and cable (including all replacements or additions thereto) and other improvements now or hereafter located on or under the Improved Parcels, all water control systems, utility lines and related facilities and improvements, drainage facilities, landscaping improvements, lighting, fencing, roadways, parking lots, parking facilities, sidewalks, walkways, common areas, signage and signs, including, without limitation, monument signs, pylon signs and building signs, and all privileges, rights, easements, hereditaments and appurtenances thereto belonging.

“Increased Cap” shall have the meaning given to such term in Section 15.1 hereof.

“Indemnification Survival Period” shall have the meaning given to such term in Section 15.1 hereof.

“Indemnitees” shall have the meaning given to such term in Section 15.1 hereof.

“Independent Consideration” shall have the meaning given to such term in Section 2.2(c) hereof.

“Initial Deposit” shall have the meaning given to such term in Section 2.2(a) hereof.

“Intangible Property” shall have the meaning given to such term in Section 2.1(c) hereof.

“Investigation Period” shall have the meaning given to such term in Section 4.1 hereof.

“Joiner” shall have the meaning given to such term in Section 16.17 hereof.

“Landlord Estoppel Certificate” shall have the meaning given to such term in Section 5.1(h) hereof.

“Lease” or “Leases” shall have the meanings given to such terms in Section 2.1(d) hereof. The Leases in effect with respect to each Improved Parcel as of the Effective Date are set forth on Schedule “5.0” attached hereto and made a part hereof, subject to update and modification as provided for in this Agreement.

“Leasing Commissions” shall mean any and all commissions, finder’s fees or similar payments in connection with any Lease and payable by the landlord thereunder, including any options to extend, expand or renew.

6

“License Agreements” shall mean those license and/or temporary occupancy agreements entered into by any Seller with respect to any Improved Parcel and then in effect. The License Agreements in effect with respect to each Improved Parcel as of the Effective Date are set forth on Schedule “6.0” attached hereto and made a part hereof, subject to update and modification as provided for in this Agreement.

“Losses” shall have the meaning given to such term in Section 15.1 hereof.

“Major Tenant” shall mean any Tenant that rents or occupies more than ten thousand (10,000) square feet of space upon an Improved Parcel pursuant to a Lease.

“Material Loss” shall mean any damage, loss or destruction to any portion of any Improved Parcel, the loss of which is equal to or greater than one-half percent (0.5%) of the Purchase Price Allocation for such Improved Parcel as set forth on Schedule “3.0” (measured by the cost of repair or replacement).

“Minimum Tenant Square Footage Requirement” shall mean those Shop Tenants that have entered into Leases covering not less than seventy-five percent (75%) of the occupied gross leasable square footage of each Improved Parcel, excluding such gross leasable square footage occupied by the Major Tenants, and further excluding the Excluded Tenants or the gross leasable square footage covered by the Excluded Tenant Leases in the Shopping Center commonly known as The Family Center at Fort Union located in Midvale, Utah.

“Monetary Obligations” shall mean any and all liens, liabilities and encumbrances placed, or caused to be placed, of record against the Improved Parcels by, for or on behalf of any Seller evidencing a monetary obligation which can be removed by the payment of money, including, without limitation, delinquent real property taxes and assessments, deeds of trust, mortgages, mechanic’s liens, attachment liens, execution liens, tax liens and judgment liens. Notwithstanding the foregoing, the term “Monetary Obligations” shall not include and shall specifically exclude the liens, liabilities and encumbrances relating to the Permitted Title Exceptions and any matters caused by any act or omission of Buyer or Buyer’s Affiliates, as well as any Third Party Monetary Liens.

“New Lease” or “New Leases” shall have the meanings given to such terms in Section 5.1(c) hereof.

“New License Agreement” or “New License Agreements” shall have the meaning given to such terms in Section 5.1(c) hereof.

“New Matter” and “New Matters” shall have the meanings given to such terms in Section 5.1(j)(i) hereof.

“New Matters Cure Election Deadline” shall have the meaning given to such term in Section 5.1(j)(iii) hereof.

“New Matters Cure Election Notice” shall have the meaning given to such term in Section 5.1(j)(iii) hereof.

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“New Matters Notice” shall have the meaning given to such term in Section 5.1(j)(i) hereof.

“New Matters Objection” and “New Matters Objections” shall have the meanings given to such terms in Section 5.1(j)(ii) hereof.

“New Matters Objection Notice” shall have the meaning given to such term in Section 5.1(j)(ii) hereof.

“Non-Material Loss” shall mean damage, loss or destruction to any portion of any Improved Parcel, the loss of which is less than one-half percent (0.5%) of the Purchase Price Allocation for such Improved Parcel as set forth on Schedule “3.0” (measured by the cost of repair or replacement).

“Notice” shall have the meaning given to such term in Section 16.2 hereof.

“Objection Matter” or “Objection Matters” shall have the meanings given to such terms in Section 4.1(e) hereof.

“Objection Notice” or “Objection Notices” shall have the meanings given to such terms in Section 4.1(e) hereof.

“OFAC” shall have the meaning given to such term in Section 9.15 hereof.

“Orem Parcel” shall refer to that certain parcel of real property identified on the Property List and more particularly described on the corresponding legal description set forth on Exhibit “A-2” attached hereto and incorporated by reference, and as depicted on Exhibit “B-2” attached hereto and incorporated herein by reference.

“Orem Property” shall refer to all such Property owned by Orem Seller.

“Orem Seller” shall have the meaning given to such term in the Preamble of this Agreement.

“Operating Expenses” shall have the meaning given to such term in Section 11.2(a)(ii) hereof.

“Parcels” shall collectively refer to the Fort Union Parcel, the Orem Parcel and the Taylorsville Parcel. Reference to a “Parcel” shall mean any one of the Parcels, as the context requires.

“Party” or “Parties” shall have the meanings given to such terms in the Preamble of this Agreement.

“Permits and Entitlements” shall have the meaning given to such term in Section 2.1(e) hereof.

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“Permitted Title Exceptions” shall have the meaning given such term in Section 4.1(b) hereof.

“Person” shall mean any individual, corporation, partnership, limited liability company or other entity.

“Personal Property” shall have the meaning given to such term in Section 2.1(b) hereof.

“Preliminary Title Report” and “Preliminary Title Reports” shall have the meanings given to such terms in Section 4.1(b)(i) hereof.

“Property” shall have the meaning given to such term in Section 2.1 hereof.

“Property Expense Reconciliation” shall have the meaning given to such term in Section 11.2(b)(ii) hereof.

“Property Expense Reimbursement Shortfall” shall have the meaning given to such term in Section 11.2(b)(iii) hereof.

“Property Expense Reimbursement Surplus” shall have the meaning given to such term in Section 11.2(b)(iii) hereof.

“Property Expenses” shall have the meaning given to such term in Section 11.2(b) hereof.

“Property List” shall mean that certain list attached hereto as Schedule “3.0,” and incorporated herein by reference, which list shall identify each Improved Parcel (and the corresponding Shopping Center comprising such Improved Parcel), and that portion of the Purchase Price applicable to each Improved Parcel.

“Proposed Estoppel’ or “Proposed Estoppels” shall have the meanings given to such terms in Section 5.1(h)(i) hereof.

“Proposed New Lease” shall have the meaning given to such term in Section 5.1(c) hereof.

“Proration Date” shall have the meaning given to such term in Section 11.2(a) hereof.

“Purchase Price” shall have the meaning given to such term in Section 2.2 hereof.

“Purchase Price Allocation” shall have the meaning given to such term in Section 2.2(e) hereof.

“Real Property” shall have the meaning given to such term in Section 2.1(a) hereof.

“Reconciliation Period” shall have the meaning given to such term in Section 11.2(b) hereof.

“Released Parties” shall have the meaning given to such term in Section 10.3 hereof.

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“Rent Roll” shall mean those certain rent rolls for each Improved Parcel, dated as of the dates set forth thereon, as set forth on Schedule “2.0” attached hereto and made a part hereof, subject to update and modification as provided for in the Agreement.

“Reports” shall have the meaning given to such term in Section 4.1(c) hereof.

“Revenues” shall have the meaning given to such term in Section 11.2(a)(i) hereof.

“Right of First Refusal” shall mean the right of first refusal granted to Chase Bank under its Lease in the Shopping Center commonly known as The Family Center at Fort Union located in Midvale, Utah.

“Rule 3-14 Financials” shall have the meaning given to such term in Section 5.2 hereof.

“SEC” shall have the meaning given to such term in Section 5.2 hereof.

“Second Deposit” shall have the meaning given to such term in Section 2.2(b) hereof.

“Security Deposits” shall mean the remaining balance (i.e. the original balance less any amounts properly applied by a Seller to any unpaid amounts owing by the applicable Tenants pursuant to the Leases or the License Agreements, as applicable) of all refundable security deposits, advance rentals (other than current monthly rents) and other deposits and collateral deposited or paid to a Seller by the Tenants and the Temporary Occupants pursuant to the Leases and the License Agreements, as applicable, whether in the form of cash, negotiable instruments, letters of credit, certificates of deposit or other forms of security.

“Seller Indemnitee” shall have the meaning given such term in Section 4.1(c) hereof.

“Sellers” shall mean collectively Fort Union Seller, Taylorsville Seller and Orem Seller. Reference to a “Seller” shall mean any one of the Sellers, as the context requires.

“Sellers’ Broker” shall mean Cushman & Wakefield, located at 4747 Executive Drive, 9^th Floor, San Diego, California 92121.

“Sellers’ Broker’s Commission” shall have the meaning given to such term in Article 13 hereof.

“Seller’s Affidavit” shall mean the Owner’s Affidavit in the form of Exhibit “M,” attached hereto and incorporated herein by reference.

“Seller’s Deed” shall mean the Special Warranty Deed in the form of Exhibit “C,” attached hereto and incorporated herein by reference.

“Seller’s Deliveries” shall have the meaning given to such term in Section 4.1(a) hereof.

“Seller’s Exchange” shall have the meaning given to such term in Section 16.14 hereof.

“Shopping Center” and “Shopping Centers” shall mean individually or collectively, as the context may require, those certain Shopping Centers, together with all related facilities and

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improvements, located on the Parcels, as more fully depicted on Exhibits “B-1” through “B-3,” inclusive, attached hereto and incorporated herein by reference.

“Shop Tenant” means any Tenant that does not constitute a Major Tenant; provided, however, that the term “Shop Tenant” shall not include the Excluded Tenants or the rentable square footage covered by the Excluded Tenant Leases in the Shopping Center commonly known as The Family Center at Fort Union located in Midvale, Utah.

“Surveys” shall mean the Existing Surveys and any Updated Surveys. Reference to a “Survey” shall mean any Survey and any Updated Survey related thereto, as the context requires.

“Survival Period” shall mean shall have the meaning given to such term in Section 9.16 hereof.

“Taxes” shall have the meaning given to such term in Section 11.2(a)(iii) hereof.

“Taylorsville Parcel” shall refer to that certain parcel of real property identified on the Property List and more particularly described on the corresponding legal description set forth on Exhibit “A-3” attached hereto and incorporated by reference, and as depicted on Exhibit “B-3” attached hereto and incorporated herein by reference.

“Taylorsville Property” shall refer to all such Property owned by Taylorsville Seller.

“Taylorsville Seller” shall have the meaning given to such term in the Preamble of this Agreement.

“Temporary Occupants” shall mean those licensees and/or temporary occupants under the License Agreements.

“Tenant Estoppel Certificates” shall have the meaning given to such term in Section 5.1(h) hereof.

“Tenant Inducement Costs” shall mean: (a) all out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the Tenant thereunder which is in the nature of a tenant inducement such as tenant improvements, tenant improvement costs, tenant improvement allowances, lease buyout costs, and moving, design and refurbishment allowances and reimbursements; and (b) any economic concessions granted to a Tenant under a Lease which is in the nature of a tenant inducement, including any free rent period, and further including any rent reduction period or rent deferral period. Notwithstanding the foregoing, the term “Tenant Inducement Costs” shall not be deemed to include any reduction of the rental rate negotiated by Seller in connection with a renewal or extension of a Lease which reduced rental rate is reflected on the Rent Roll.

“Tenant Notice Letter” shall mean the Tenant Notice Letter in the form of Exhibit “N,” attached hereto and incorporated herein by reference

“Tenants” shall mean those Persons renting or occupying space in the Real Property under the Leases.

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“Third Party Monetary Liens” shall have the meaning given to such term in Section 5.1(e) hereof.

“Title Insurer” shall mean First American Title Insurance Company, located at 100 Spear Street, Suite 1600, San Francisco, California 94105; Attn: Heather Kucala; Direct: (415) 837-2295; FAX: (415) 398-1750; E-mail: hkucala@firstam.com.

“Title Policy” and “Title Policies” shall have the meanings given to such terms in Section 8.1(a) hereof.

“Title Policy Claim” shall have the meaning given to such term in Section 4.1(b) hereof.

“Transaction Documents” shall mean, with respect to each Seller, the Seller’s Deed, the Bill of Sale, the Certificate of Non-Foreign Status, the Assignment and Assumption of Leases, License Agreements and Security Deposits, the Assignment of Permits, Entitlements and Intangible Property and all other instruments or agreements to be executed and delivered pursuant to this Agreement or any of the foregoing.

“Updated Survey” and “Updated Surveys” shall have the meanings given to such terms in Section 4.1(b) hereof.

ARTICLE 2

PURCHASE, PURCHASE PRICE AND PAYMENT

Section 2.1 Purchase and Sale of Property. Subject to the terms and conditions set forth in this Agreement, on the Closing, each Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from each Seller, all of the following property owned by each respective Seller (collectively, the “Property”):

(a) Real Property. The Parcel owned by such Seller and the Improvements thereon, together with all of such Seller’s right, title and interest in, to and under: (i) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Parcel and/or the Improvements; (ii) all water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Parcel, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Parcel and/or the Improvements; and (iii) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Parcel and/or the Improvements; (iv) all minerals, oil, gas and other hydrocarbons located in, on or under the Parcel, together with all rights to surface or subsurface entry; and (v) all streets, roads, alleys or other public ways adjoining or serving the Parcel, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gorse, culverts and rights-of-way adjoining or serving the Parcel, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims, other than the Permitted Title Exceptions (collectively, the “Real Property”).

(b) Personal Property. Each respective Seller’s right, title and interest in and to all equipment, facilities, machinery, tools, appliances, fixtures, trade fixtures, furnishings, furniture, supplies, signage and signs, including, without limitation, monument signs, pylon signs

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and building signs, security equipment and systems, fire prevention equipment and systems, and all other items of tangible personal property located on or about the Real Property owned by such Seller and used in conjunction therewith, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims (collectively, the “Personal Property”).

(c) Intangible Property. Subject to the terms and conditions set forth in this Agreement, each respective Seller’s right, title and interest in and to all intangible personal property not otherwise described in this Section 2.1 and relating to the Property or the business of owning, operating, maintaining and/or managing the Property, including, without limitation: (i) all warranties, guarantees and bonds, if any, from third parties, including, without limitation, contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (ii) [reserved]; (iii) [reserved]; (iv) all good will relating to the business of owning, operating, maintaining and managing the Property, if any; (v) any and all rights, privileges and priorities relating to intellectual property with respect to the names “The Family Center at Fort Union”, “The Family Center at Orem” and “The Family Center at Taylorsville” and any and all copyrights, trade names, trademarks, and service marks specifically relating thereto; (vi) all telephone numbers, facsimile numbers, and street addresses, if any and to the extent directly related to the Improved Parcels; (vii) [reserved]; (viii) all advertising campaigns, product literature and marketing and promotional materials directly and specifically relating to the Property, if any; (ix) [reserved]; and (x) all artwork and photographs, if any, utilized in conjunction with the ownership, operation and/or management of the Property; free and clear of any and all liens, liabilities, encumbrances, exceptions, claims, outstanding injunctions, judgments, orders, decrees, rulings or charges and all to the extent transferable and/or assignable and Buyer shall be solely responsible for any and all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing (collectively, the “Intangible Property”). Notwithstanding anything to the contrary as contained herein, under no circumstances shall the Intangible Property be deemed to include any property owned by DDR including, without limitation, any right, title and interest in and to the name “DDR” and any and all copyrights, trade names, trademarks and service marks specifically relating thereto.

(d) Leases and License Agreements. Each respective Seller’s right, title and interest in and to: (i) all leases in effect on the Closing with respect to the Real Property owned by such Seller, including any New Leases, together with any amendments, guarantees and other agreements relating thereto (individually, a “Lease” and collectively, the “Leases”); and (ii) all License Agreements in effect on the Closing with respect to the Real Property owned by such Seller, including any New License Agreements, together with any amendments, guarantees and other agreements relating thereto.

(e) Permits and Entitlements. Each respective Seller’s right, title and interest in, to and under: (i) all permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any governmental authority and relating to the Real Property owned by such Seller or the business of owning, maintaining and/or managing the Real Property owned by such Seller, including, without limitation, all land use entitlements, development rights, density allocations, certificates of occupancy, sewer hook-up rights and all other rights or approvals relating to or authorizing the ownership, operation, management and/or development of such Real Property; (ii) all preliminary, proposed and final drawings, renderings, blueprints, plans and specifications (including “as-built” plans and specifications), and tenant improvement plans and

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specifications for the Improvements (including “as-built” tenant improvement plans and specifications; and (iii) any and all other items of the same or similar nature pertaining to the Real Property, and all changes, additions, substitutions and replacements for any of the foregoing; free and clear of any and all liens, liabilities, encumbrances, exceptions and claims and all to the extent transferable and/or assignable and Buyer shall be solely responsible for any and all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing (collectively the “Permits and Entitlements”).

Section 2.2 Purchase Price. The purchase price for the Property (“Purchase Price”) shall be the sum of Two Hundred Twenty-Five Million Six Hundred Thirty-Two Thousand Dollars ($225,632,000.00). The Purchase Price shall be payable by Buyer to Sellers in accordance with the following terms and conditions:

(a) Initial Deposit. Within five (5) Business Days following the Effective Date, Buyer shall deposit into Escrow the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an earnest money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing.

(b) Second Deposit. In the event Buyer timely delivers to Sellers Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, Buyer shall deposit with Escrow Agent an additional deposit in the sum of One Million Dollars ($1,000,000.00) (the “Second Deposit”), in the form of Cash, within five (5) Business Days after Buyer delivers to Sellers Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof. In the event Buyer fails to deliver the Second Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default by Buyer under this Agreement and Sellers shall be entitled to exercise Sellers’ rights and remedies as provided for in Section 8.6. The Second Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing. Buyer may direct Escrow Agent to invest the Second Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Second Deposit shall remain in Escrow prior to the Closing; (ii) upon the

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Closing, the Second Deposit shall be applied as a credit towards the payment of the Purchase Price; and (iii) all interest that accrues on the Second Deposit while in Escrow Agent’s control shall be deemed part of the Second Deposit. The Initial Deposit and Second Deposit are collectively referred to herein as the “Deposit.” All references in this Agreement to the “Deposit” shall mean the Deposit and any and all interest that accrues thereon while in Escrow Agent’s control.

(c) Independent Consideration. A portion of the Deposit, in the amount of One Hundred Dollars ($100.00) (the “Independent Consideration”), shall be earned by Sellers upon execution and delivery of this Agreement by Sellers and Buyer. The Independent Consideration represents adequate bargained for consideration for Sellers’ execution and delivery of this Agreement, Buyer’s right to conduct its due diligence investigation of the Property and Buyer’s right to terminate this Agreement on or before the expiration of the Investigation Period in connection with such due diligence investigation. The Independent Consideration is in addition to and independent of any other consideration or payment provided for herein.

(d) Closing Deposit. The Purchase Price, less the Deposit (“Closing Deposit”), shall be paid by Buyer to Escrow Agent, in the form of Cash, pursuant to Section 7.1 hereof, and the Purchase Price shall be distributed by Escrow Agent to Sellers at the Closing, subject to and in accordance with the provisions of this Agreement.

(e) Purchase Price Allocation. Sellers and Buyer hereby acknowledge and agree that the Purchase Price will be specifically allocated and attributed to the respective Improved Parcels in the manner and in accordance with the allocation of the Purchase Price set forth on Schedule “3.0,” attached hereto and incorporated herein by reference (“Purchase Price Allocation”), with the balance of the Property being conveyed hereunder for no additional consideration (aside from the Purchase Price provided for in this Agreement). Sellers shall be further entitled, prior to Closing and upon prior written notice to Buyer, to further allocate the Purchase Price Allocation for each respective Improved Parcel by and among each respective Seller that owns any portion of such Improved Parcel (so that the Purchase Price Allocation is specifically allocated to each respective Seller for each Improved Parcel), provided such further allocation shall be done by Sellers in a commercially reasonable manner. Sellers and Buyer hereby further agree that, notwithstanding the Purchase Price Allocation as provided for herein, following Closing Sellers and Buyer shall each respectively be entitled to allocate the Purchase Price in such manner as such party deems reasonable or appropriate for tax or accounting purposes.

(f) Survival. The provisions of Section 2.2(e) shall survive the Closing.

Section 2.3 Exclusion of Contracts. Notwithstanding anything to the contrary as contained in this Agreement, the Property to be conveyed hereunder is specifically deemed to exclude the Contracts, Sellers shall not assign, transfer or convey to Buyer any Contracts entered into by Sellers with respect to any Improved Parcel, and each respective Seller shall cause all such Contracts to be terminated with respect to each Improved Parcel owned by such Seller at or prior to Closing at no cost or expense to Buyer such that Buyer shall not assume or be subject to any such Contracts.

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Section 2.4 Entirety of Property. Notwithstanding anything to the contrary as contained in this Agreement, Buyer has no right to purchase, and Sellers have no obligation to sell, less than all of the Property, it being the express agreement and understanding of Buyer and Sellers that, as a material inducement to Buyer and Sellers to enter into this Agreement, Sellers have agreed to sell, and Buyer has agreed to purchase, all of the Property and each of the Improved Parcels subject to this Agreement, including, without limitation, the Fort Union Property, the Orem Property, and the Taylorsville Property, subject to and in accordance with the terms and conditions of this Agreement.

Section 2.5 Fort Union Parcels. Notwithstanding anything to the contrary as contained in this Agreement: (i) Sellers and Buyer hereby acknowledge that a portion of the Fort Union Parcel is owned as of the Effective Date by Fort Union Associates LC, an affiliate of DDR; (ii) DDR Midvalley shall cause all such portions of the Fort Union Parcel owned as of the Effective Date by Fort Union Associates LC to be transferred and conveyed to DDR Midvalley at or prior to Closing; and (iii) Sellers shall be permitted to record one or more deeds transferring and conveying such portions of the Fort Union Parcel to DDR Midvalley. Notwithstanding anything to the contrary as contained in this Agreement, for purposes of the covenants, representations and warranties of DDR Midvalley as set forth in this Agreement: (a) DDR Midvalley shall be deemed to own all of the Fort Union Parcel as of the Effective Date; and (b) all written notices sent or received by Fort Union Associates LC with respect to the Fort Union Parcel (including any notices under the Leases relating thereto) shall be deemed to be written notices sent or received by DDR Midvalley.

ARTICLE 3

ESCROW

Within three (3) Business Days following the Effective Date, Sellers and Buyer shall open an escrow (“Escrow”) with Escrow Agent by: (a) Buyer timely depositing with Escrow Agent the Initial Deposit; (b) Sellers and Buyer delivering to Escrow Agent fully executed counterpart originals of this Agreement and fully executed counterpart originals of Escrow Agent’s general provisions, which are attached hereto as Exhibit “H” (“General Provisions”). The date of such delivery shall constitute the opening of Escrow and upon such delivery, this Agreement shall constitute joint escrow instructions to Escrow Agent, which joint escrow instructions shall supersede all prior escrow instructions related to the Escrow, if any. Additionally, Sellers and Buyer hereby agree to promptly execute and deliver to Escrow Agent any additional or supplementary escrow instructions in a form reasonably acceptable to the Parties and as may be reasonably necessary or convenient to consummate the transactions contemplated by this Agreement; provided, however, that neither the General Provisions nor any such additional or supplemental escrow instructions shall amend, modify or supersede this Agreement, and in all cases this Agreement shall control, unless Sellers and Buyer shall collectively otherwise agree in writing to the contrary.

ARTICLE 4

INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE

Section 4.1 Investigation Period. During the time period commencing upon the Effective Date of this Agreement, and terminating at 11:59 p.m. on the date that is ninety (90)

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Calendar Days following the Effective Date (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1, subject to the terms and limitations set forth in this Agreement.

(a) Seller’s Deliveries. Within three (3) Business Days following the Effective Date of this Agreement, each Seller shall, at such Seller’s expense, deliver or cause to be delivered, to Buyer, copies of all the items listed on Schedule “1.0,” attached hereto and incorporated herein by reference, in such Seller’s possession and/or control (collectively, the “Seller’s Deliveries”). Each Seller will promptly deliver to Buyer supplements and/or updates of Seller’s Deliveries to the extent such items are received by such Seller prior to Closing. During the Investigation Period, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to Seller’s Deliveries and all other matters pertaining to the Property and Buyer’s acquisition thereof, subject to the terms and limitations set forth in this Agreement. In this regard, Buyer shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller’s Deliveries and any and all other matters pertaining to the Property, subject to the terms and limitations set forth in this Agreement. Each Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller’s Deliveries and all other matters pertaining to the Property. Except as expressly set forth in this Agreement, Sellers make no representation or warranty regarding the accuracy of the information contained in Seller’s Deliveries and Sellers shall have no obligations or liabilities with respect to any of Seller’s Deliveries. Buyer acknowledges and agrees that all Seller’s Deliveries are provided to Buyer as a convenience only and that except for the covenants, representations and warranties of Seller set forth in this Agreement, any reliance on or use of such Seller’s Deliveries by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.

(b) Title Commitments; Surveys. Within five (5) Calendar Days following the Effective Date, Buyer shall order (and shall cause copies to be delivered to the applicable Seller upon receipt by Buyer) a title commitment for each of the Improved Parcels issued by Title Insurer, together with copies of all documents referred to as exceptions therein (each, a “Preliminary Title Report” and collectively, the “Preliminary Title Reports”), with respect to the issuance of the Title Policies at Closing. As part of Seller’s Deliveries pursuant to Section 4.1(a) above, Seller shall deliver to Buyer the most current existing survey of each of the Improved Parcels in each Seller’s possession and/or control (each, an “Existing Survey” and collectively, the “Existing Surveys”). Buyer may, at its option, prior to the expiration of the Investigation Period, procure updates of one or more of the Existing Surveys or a new survey of the Improved Parcels, at Buyer’s sole cost and expense (each, an “Updated Survey” and collectively, the “Updated Surveys”). Each Updated Survey shall be certified to Buyer, Title Insurer and such Seller(s) that owns the respective Improved Parcel subject to such Updated Survey. The Updated Surveys, if obtained by Buyer, shall be in form and substance sufficient to delete the standard survey exception from the Title Policies.

In the event that Buyer believes it is entitled to assert a claim under a Title Policy (“Title Policy Claim”) and the subject matter of that Title Policy Claim also constitutes a breach of any representation, warranty or covenant made by a Seller in this Agreement, Buyer agrees that it will first deliver written notice of the Title Policy Claim under the Title Policy to the Title

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Insurer seeking recovery for such Title Policy Claim. In the event that Title Insurer informs Buyer that the Title Policy does not insure or cover, in whole or in part, such Title Policy Claim or in the event that any recovery from the Title Policy is inadequate to address all of Buyer’s Losses, Buyer shall be entitled to assert a claim against the respective Seller for the breach of representation, warranty or covenant with respect to such Title Policy Claim, subject to the Survival Period, the Floor and the Cap; provided, however, that Buyer shall be deemed to have asserted such claim against Seller on the date notice of the Title Policy Claim was submitted to Title Insurer for purposes hereof. The foregoing provisions in this paragraph shall survive Closing.

Fee title to the Real Property owned by each respective Seller shall be conveyed by such Seller to Buyer subject only to the following exceptions to title (collectively, the “Permitted Title Exceptions”):

(1) Non-delinquent real and personal property taxes and assessments.

(2) Any matters set forth in the applicable Preliminary Title Report and the applicable Survey that are approved or deemed approved by Buyer in accordance with the procedures and within the time periods set forth in Section 4.1(e) hereof.

(3) All New Matters, if any, approved or deemed approved by Buyer in accordance with the procedures and within the time periods set forth in Section 5.1(j) hereof.

(4) Any lien voluntarily imposed by Buyer or Buyer’s Affiliates, or caused by, for or on behalf of Buyer or Buyer’s Affiliates.

(5) Zoning and building ordinances.

(6) The rights of Tenants under the Leases.

(7) The rights of Temporary Occupants under the License Agreements.

(c) Physical Inspection. Subject to the limitations set forth in this Section 4.1(c) and notwithstanding any provision to the contrary in this Agreement, commencing on the Effective Date and continuing through the Closing or any earlier termination of this Agreement, Buyer shall have the right, at Buyer’s expense, to make inspections (including tests, surveys and other studies) of the Real Property and all matters relating thereto, including, but not limited to, soils and geologic conditions, location of property lines, utility availability and use restrictions, environmental conditions, the manner or quality of the construction of the Improvements, the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Real Property, the effect of applicable planning, zoning and subdivision statutes, ordinances, regulations, restrictions and permits, the character and amount of any fees or charges that must be paid to further develop, improve and/or occupy the Real Property and all other matters relating to the Real Property. Prior to Closing, Buyer and its agents, contractors and subcontractors shall have the right to enter upon the Real Property, at reasonable times during

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ordinary business hours, to make inspections and tests as Buyer deems reasonably necessary and which may be accomplished without causing any damage to the Real Property including, without limitation, the right to conduct one or more phase I environmental audits and one or more investigations with respect to the Real Property’s compliance with the requirements of Title III of the Americans with Disabilities Act of 1990. Buyer shall not materially interfere with any Tenant, occupant or invitee of the Real Property in making such inspections or tests, and shall promptly return and restore the Property to substantially its original condition prior to such inspections or tests. Buyer shall not permit any liens or encumbrances to be placed against the Real Property in connection with Buyer’s investigation and inspection of the Real Property and/or in connection with Buyer’s activities on the Real Property. Notwithstanding anything to the contrary as contained in this Agreement: (i) no inspections or entry upon the Real Property by Buyer shall be conducted without the applicable Seller’s approval as to the time and manner thereof, which approval shall not be unreasonably withheld, conditioned or delayed; (ii) at such Seller’s request, any such inspections and entry by Buyer shall be performed in the presence of a representative of such Seller; (iii) any such inspections and entry by Buyer shall be subject to any limitations under the Leases and shall be performed in a manner which does not unreasonably interfere with the use, operation, or enjoyment of the Property; (iv) Buyer shall not conduct any invasive or destructive testing, and shall not contact, interview or have discussions with the on-site employees or representatives of Tenants and Temporary Occupants, governmental agencies and officials, and/or any other parties, without in each instance obtaining prior written approval from the respective Seller and without such Seller having an opportunity to be present, provided, however, that Buyer shall have the right to contact, interview and have discussions with the corporate contacts of Tenants and Temporary Occupants without the applicable Seller’s prior approval or an opportunity to be present, so long as Buyer notifies such Seller in advance; and (v) Buyer shall cause copies of all third party reports obtained by Buyer in connection with the conduct of Buyer’s inspections, including any tests, surveys, reports and environmental studies conducted of the Property (collectively, the “Reports”), to be delivered, without representation or warranty of any kind, express or implied, to each respective Seller upon issuance thereof without cost to Sellers. In connection with any entry upon the Real Property by Buyer (except for any invasive or destructive testing) and any contact, interviews or discussions by Buyer with Tenants or Temporary Occupants, if Buyer has provided Seller with at least forty-eight (48) hours prior notice of any such entry or contacts with Tenants or Temporary Occupants, and if Seller has not otherwise elected to be present for such entry and/or contact with Tenants or Temporary Occupants, then in each such instance Buyer shall be permitted to proceed with such entry and/or contact with Tenants or Temporary Occupants without Seller present, subject to the other terms and provisions contained herein.

Buyer hereby agrees to and shall indemnify, defend and hold harmless each Seller and each Seller’s members, managers, partners, officers, directors, shareholders, employees, agents, representatives, invitees, successors and assigns (each, a “Seller Indemnitee”), from and against any and all claims, demands, and causes of action for personal injury or property damage, and all damages, judgments, liabilities, costs, fees and expenses (including reasonable attorneys’ fees) resulting therefrom, arising out of any entry onto the Real Property by Buyer, its agents, employees, representatives, affiliates, contractors and/or subcontractors (collectively, “Buyer’s Affiliates”), pursuant to this Section 4.1(c) hereof, provided, however, Buyer shall not be obligated to indemnify, defend or hold harmless any Seller or any Seller Indemnitee for any such claims, demands and/or causes of action or any such damages, judgments, liabilities, costs, fees

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or expenses caused by: (i) the discovery of conditions that were present before Buyer or its representatives entered onto the Real Property, or the accidental or inadvertent release of any Hazardous Materials that were in, on or under the Real Property prior to such entry; or (ii) the negligence or willful misconduct of any Seller or any Seller Indemnitee. Buyer shall carry commercial general liability insurance covering all activities conducted by Buyer and Buyer’s Affiliates on the Property. Such insurance shall have limits of not less than One Million Dollars ($1,000,000.00) for personal injury to or death of any one person, Two Million Dollars ($2,000,000.00) for personal injury to or death of any number of persons in any one accident and One Million Dollars ($1,000,000.00) for property damage, and shall name each respective Seller as an additional insured. Prior to any entry onto the Property by Buyer or its agents or representatives, and as a condition to Buyer’s right to enter onto the Property, Buyer shall provide proof of such insurance to Sellers.

Buyer agrees that it shall treat all Seller’s Deliveries and the Reports as confidential materials and shall not disclose any portion thereof except: (i) to the extent necessary in connection with its evaluation of the Property; (ii) to the extent required by law; (iii) to Buyer’s employees, agents, attorneys, consultants, brokers, affiliates, mortgage lender(s) or investors, if any, involved in the transaction contemplated by this Agreement; or (iv) with the express written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. If this Agreement terminates in accordance with the terms hereof, Buyer shall promptly return to Seller or destroy all Seller’s Deliveries it received and shall not retain any copies of Seller’s Deliveries. Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor Buyer’s Affiliates shall contact any governmental authority regarding Buyer’s discovery of any Hazardous Materials on, or any environmental conditions at, the Property without each respective Seller’s prior written consent thereto. In addition, if such Seller’s consent is obtained by Buyer, such Seller shall be entitled to receive at least five (5) business days prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative. Buyer agrees that any Seller may seek injunctive relief to prevent or limit an unauthorized disclosure of Seller’s Deliveries and the Reports and also may pursue any other remedies available under law or equity as a result of a breach of this Section. The covenants, agreements and obligations of Buyer set forth in this Section 4.1(c) shall survive the termination of this Agreement and the Closing, as applicable.

(d) Investigation of Permits and Entitlements, Leases, License Agreements, Intangible Property, Personal Property and Other Property. Prior to the Closing, subject to the terms and limitations set forth in this Agreement, Buyer shall have the right, at Buyer’s expense, to conduct and complete an investigation of all matters pertaining to the Permits and Entitlements, Leases, License Agreements, Intangible Property, Personal Property and all other items of Property and Buyer’s acquisition thereof. In this regard, subject to the terms and limitations set forth in this Agreement, at all times prior to the Closing, Buyer shall have the right to contact governmental officials and other parties and make reasonable inquiries concerning the Permits and Entitlements, Leases, License Agreements, Intangible Property, Personal Property and all other items of Property. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of the Permits and Entitlements, Leases, License Agreements, Intangible Property, Personal Property and all other matters pertaining thereto, subject to the terms and limitations set forth in this Agreement.

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Upon Buyer’s written request, during the period of time commencing upon the Effective Date and continuing until the termination of this Agreement or the Closing, as applicable, Seller shall make Seller’s Books and Records reasonably available to Buyer for inspection, copying and audit by Buyer’s designated accountants, at Buyer’s expense, and shall reasonably cooperate with Buyer (at no cost or expense to any Seller) to enable or assist Buyer to make any necessary or appropriate filings if, as and when such filing may be required by applicable law.

Notwithstanding anything to the contrary as contained herein, Sellers and Buyer acknowledge the Right of First Refusal, that Chase Bank may elect to acquire the Chase Parcel in accordance with the Right of First Refusal, and that the Property may be deemed to exclude the Chase Parcel to the extent such Chase Parcel is acquired by Chase Bank pursuant to the Right of First Refusal. During the Investigation Period, Seller that is subject to the Lease with the Right of First Refusal in favor of Chase Bank shall use commercially reasonable efforts, at no cost of expense to such Seller, to cause such Right of First Refusal to be waived, modified or terminated in a manner reasonably acceptable to Buyer so as to not preclude the transactions provided for herein, and such Seller shall promptly deliver to Buyer any such evidence obtained by such Seller as to the waiver, modification or termination of such Right of First Refusal. In furtherance of the foregoing, such Seller shall be entitled to: (i) obtain an acknowledgement and/or waiver by Chase Bank that provides the Right of First Refusal in favor of Chase Bank is inapplicable to this Agreement and the transactions contemplated herein or is otherwise waived by Chase Bank; or (ii) obtain a waiver by Chase Bank of the Right of First Refusal with respect to the specific leased premises subject to the Lease with Chase Bank (the “Chase Parcel”); or (iii) sell the Chase Parcel to Chase Bank in the event Chase Bank exercises the Right of First Refusal and elects to acquire the Chase Parcel in accordance with the Lease with Chase Bank and for the Purchase Price Allocation attributable to the Chase Parcel as more particularly set forth on Schedule “3.0”, in which event this Agreement shall be deemed modified to the extent required to remove such Chase Parcel from the Property subject to this Agreement, and the Purchase Price shall be reduced accordingly with respect to the Purchase Price Allocation attributable to the Chase Parcel as more particularly set forth on Schedule “3.0”, and this Agreement shall otherwise remain unmodified and in full force and effect. If Buyer, in Buyer’s sole and absolute discretion, is not reasonably satisfied as to the manner in which Right of First Refusal is addressed, then Buyer during the Investigation Period shall be entitled to provide an Objection Notice in connection therewith or to otherwise deliver Buyer’s Election to Terminate.

Without limiting the provisions of Section 4.1(e) below, in the event Buyer disapproves or finds unacceptable, in Buyer’s sole and absolute discretion, any matters reviewed by Buyer during the Investigation Period, Buyer may elect to terminate this Agreement and the Escrow pursuant to the provisions of Section 4.2 hereof.

(e) Objection Matters.

(i) Objection Notice. If Buyer is not satisfied with any of Seller’s Deliveries or its review thereof or if Buyer is not satisfied with any of its due diligence investigation of the Property or any portion thereof, Buyer may give any Seller one or more written notices (each, an “Objection Notice” and collectively, the “Objection Notices”) at any time prior to ten (10) Calendar Days before the expiration of the Investigation Period. Each

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Objection Notice shall list each item of dissatisfaction or objection (each, an “Objection Matter,” and, collectively, the “Objection Matters”).

(ii) Cure Election Notice. If Buyer provides to any Seller one or more Objection Notices, such Seller shall deliver to Buyer written notice (“Cure Election Notice”) within five (5) Calendar Days before the expiration of the Investigation Period (the “Cure Election Deadline”), of such Seller’s election to cure or not cure each of the Objection Matters. Each Seller shall not be obligated to elect to cure any Objection Matters, except to the extent one or more of such Objection Matters constitutes Monetary Obligations that such Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement. The failure of any Seller to timely deliver a Cure Election Notice on or before the Cure Election Deadline (having received one or more Objection Notices from Buyer prior to ten (10) Calendar Days before the expiration of the Investigation Period) shall be deemed to be an election by such Seller to not cure all of the Objection Matters specified in the applicable Objection Notice. If any Seller timely elects or is deemed to have elected not to cure one or more of the Objection Matters, then such Seller shall not be in default under this Agreement as a result thereof (except to the extent one or more of such Objection Matters constitutes Monetary Obligations that such Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement), and then Buyer may exercise either of the following options at any time prior to the expiration of the Investigation Period: (A) continue this Agreement in effect without modification pursuant to the provisions of Section 4.3 hereof and purchase the Property in accordance with the terms and conditions of this Agreement and without any reduction in the Purchase Price, subject to those Objection Matters that such Seller has elected or is deemed to have elected not to cure (which will be deemed to constitute “Permitted Title Exceptions” to the extent such Objection Matters relate to fee title to the Real Property), except to the extent one or more of such Objection Matters constitutes Monetary Obligations that such Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 4.2(b) hereof.

(iii) Cure of Objection Matters. If any Seller timely elects to: (A) cure all of the Objection Matters applicable to such Seller pursuant to Section 4.1(e)(ii) hereof; or (B) cure some (but not all) of the Objection Matters pursuant to Section 4.1(e)(ii) hereof, provided Buyer does not terminate this Agreement and the Escrow pursuant to Section 4.1(e)(ii)(B) hereof, such Seller shall have until the date that is five (5) Business Days prior to the Closing Date (except to the extent such matters are to be cured by or through a Closing delivery or by applying the net proceeds of the Purchase Price, in which event such Seller shall have until Closing to cure such matters) (such date being referred to as, the “Cure Deadline”) to cure such Objection Matters to Buyer’s reasonable satisfaction, and such Seller shall pay all costs associated with such cure of such Objection Matters. If such Seller fails to timely cure one or more of the Objection Matters that such Seller has elected to cure by the Cure Deadline, then such Seller shall not be in default under this Agreement as a result thereof and, in such a case, Buyer may exercise either of the following options on the Closing Date (or before the Closing Date to the extent such matters were to be cured and were not cured by Seller five (5) Business Days prior to the Closing Date): (1) continue this Agreement in effect without modification pursuant to the provisions of Section 4.3 hereof and purchase the Property in accordance with the terms and conditions of this Agreement and without any reduction in the Purchase Price, subject to those Objection Matters that Seller failed to timely cure (which will be deemed to constitute

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“Permitted Title Exceptions” to the extent such Objection Matters relate to fee title to the Real Property), except to the extent one or more of such Objection Matters constitutes Monetary Obligations which such Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement; or (2) terminate this Agreement and the Escrow pursuant to the provisions of Section 4.2(c) hereof, unless one or more of such Objection Matters is the result of a breach by any Seller of one or more of the provisions of Section 5.1 hereof, in which case the provisions of Section 8.6(a) shall govern.

Section 4.2 Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow, Buyer may elect to terminate this Agreement and the Escrow: (a) for any reason or for no reason whatsoever by giving Sellers written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 11:59 p.m. on the date of expiration of the Investigation Period; or (b) if Buyer shall have delivered to any Seller one or more Objection Notices prior to ten (10) Calendar Days before the expiration of the Investigation Period and such Seller timely elects (pursuant to such Seller’s Cure Election Notice), or is deemed to have elected, not to cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Sellers written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date of expiration of the Investigation Period; or (c) if Buyer shall have given one or more Objection Notices prior to ten (10) Calendar Days before the expiration of the Investigation Period and any Seller timely elects to cure all of such Objection Matters, if such Seller fails to cure to the reasonable satisfaction of Buyer all of such Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by giving Sellers Buyer’s Election to Terminate on the Closing Date (or before the Closing Date to the extent such matters were to be cured and were not cured by Seller five (5) Business Days prior to the Closing Date).

Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Sellers pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Sellers, Escrow Agent shall cause the Deposit to be paid to Buyer. Sellers and Buyer shall execute such cancellation instructions as may be reasonably necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne by Buyer.

Section 4.3 Election Not to Terminate. In the event Buyer desires not to terminate this Agreement and the Escrow, Buyer shall deliver written notice to Sellers of Buyer’s election not to terminate this Agreement (“Buyer’s Election Not to Terminate”) on or before 11:59 p.m. on the date of expiration of the Investigation Period. Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof shall be subject to any Seller’s obligation to cure those Objection Matters that such Seller has elected to cure, if any, pursuant to Section 4.1(e) hereof and shall also be subject to the timely performance and satisfaction by each Seller of all of the covenants, agreements and obligations of each Seller pursuant to this Agreement (subject to Buyer’s performance hereunder and Buyer not otherwise being in default under this Agreement). If any Seller fails to timely

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cure an Objection Matter that such Seller has elected to cure (or is deemed to have elected to cure) on or before the Cure Deadline, then Seller shall not be in default under this Agreement as a result thereof and the provisions of Section 4.1(e)(iii) hereof shall apply.

In the event Buyer fails to timely deliver to Sellers Buyer’s Election Not to Terminate on or before 11:59 p.m. on the date of expiration of the Investigation Period in accordance with the provisions of this Section 4.3, such failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement in accordance with the terms and conditions of Section 4.2 hereof.

Section 4.4 Return of Seller’s Deliveries. Upon any termination of this Agreement and the Escrow, following Buyer’s receipt of the Deposit from Escrow Agent, Buyer shall cause to be delivered to Seller all items representing Seller’s Deliveries which were previously delivered by Seller to Buyer pursuant to this Agreement.

ARTICLE 5

PRE-CLOSING OBLIGATIONS OF SELLERS

Section 5.1 Seller’s Pre-Closing Obligations. Each Seller, on its own behalf and solely with respect to that component of the Property owned by it and not on behalf of any other Seller or with respect to any component of the Property not owned by it, hereby covenants and agrees as follows:

(a) Operations. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall operate and manage the Real Property substantially in accordance with its customary practices.

(b) Maintenance. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall maintain the Real Property in substantially its present condition, subject to normal wear and tear.

(c) Leases. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall administer and timely perform in all material respects all of its obligations under the Leases and shall not commit any knowing and intentional default under the Leases; provided, however, that Seller shall not be deemed to be in default under this Section 5.1(c) for any default by Landlord identified in an Estoppel Certificate delivered to Buyer by Seller pursuant to Section 5.1(h) hereof, the approval or disapproval of which shall be governed by the provisions of Section 5.1(h)(ii) below. Furthermore, during the time period commencing upon the Effective Date and terminating upon the date that is five (5) Business Days prior to the expiration of the Investigation Period, Seller shall have the right to renew, extend, amend or modify any of the Leases or License Agreements or enter into any new lease or license agreement (each renewal, extension, amendment, modification of a Lease or License Agreement or new lease or license agreement being collectively defined herein as a “Proposed New Lease”), in the ordinary course of business of Seller and without the consent of Buyer; provided, however, that Seller agrees to keep Buyer reasonably informed of all leasing

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activities at the Property including, without limitation, providing Buyer with a copy of all final executed letters of intent and final executed lease agreements with respect to each Proposed New Lease. Without limiting the foregoing, in the event Seller enters into a Proposed New Lease on or before the date that is five (5) Business Days prior to the expiration of the Investigation Period, Seller shall provide Buyer with a copy of such Proposed New Lease within three (3) Business Days after entering into such Proposed New Lease, but in no event later than five (5) Business Days prior to the expiration of the Investigation Period, and Buyer shall have until the expiration of the Investigation Period to review and approve or disapprove any such Proposed New Lease as if the same had been provided to Buyer pursuant to Section 4.1(a) hereof. In connection with the foregoing, in the event Buyer delivers Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, Buyer shall be deemed to have approved such Proposed New Lease provided by Seller to Buyer pursuant to this Section 5.1(c). During the time period commencing upon the date that is five (5) Business Days prior to the expiration of the Investigation Period and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not enter into any Proposed New Lease without the prior written consent of Buyer in each instance, which consent shall be given or withheld in Buyer’s sole discretion. In the event Seller desires to enter into a Proposed New Lease after the date that is five (5) Business Days prior to the expiration of the Investigation Period, Seller shall deliver to Buyer a final unexecuted copy of the Proposed New Lease for Buyer’s review in accordance with the provisions of this Section 5.1(c). Buyer shall have a period of five (5) Business Days following the receipt of such Proposed New Lease for Buyer to review and approve or disapprove of the same. Prior to the expiration of such five (5) Business Day period, Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the event Buyer fails to timely deliver to Seller such written notice of approval or disapproval within such five (5) Business Day period, then Buyer shall be deemed to have disapproved such Proposed New Lease. All Proposed New Leases which are entered into and executed by Seller (and approved by Buyer pursuant to the provisions of this Section 5.1(c) as and if required) and which do not constitute a License Agreement, shall be deemed to constitute separately a “New Lease” and collectively, the “New Leases” for purposes of this Agreement. All references in this Agreement to the “Leases” shall mean and include any New Leases entered into by Seller (and approved by Buyer as and if required) pursuant to and in accordance with this Section 5.1(c) hereof. All Proposed New Leases which are entered into and executed by Seller (and approved by Buyer pursuant to the provisions of this Section 5.1(c) as and if required) and which do constitute a License Agreement, shall be deemed to constitute separately a “New License Agreement” and collectively, the “New License Agreements” for purposes of this Agreement.

(d) Notices/Violations. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall promptly deliver to Buyer any and all material written notices and/or other material written communications delivered by or on behalf of Seller to, or received by or on behalf of Seller from, the following: (i) any Tenant (to the extent relating to any claimed or purported default or potential default under a Lease, any casualty or material damage, any assignment or sublease, any termination or potential termination of such Lease, any bankruptcy or potential bankruptcy filing by such Tenant, any ceasing or potential ceasing of operations by such Tenant or any other written notice required to be delivered under the terms of the Lease); (ii) Temporary Occupant (to the extent relating to any claimed or purported default under a

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License Agreement); and/or (iii) any governmental authority. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall deliver to Buyer prompt notice of: (i) the occurrence of any inspections of the Property by any governmental authority; (ii) any written notices received by or on behalf of Seller or delivered by or on behalf of Seller with respect to any actual or alleged default by any party to any License Agreement; (iii) any written notices received by or on behalf of Seller or delivered by or on behalf of Seller with respect to any actual or alleged default by any party to any Lease; (iv) any written notices received by or on behalf of Seller or delivered by or on behalf of Seller with respect to any threatened or pending litigation or similar proceeding relating to the Property; and (v) any written notices received by or on behalf of Seller of violations of laws, ordinances, orders, directives, regulations or requirements issued by, filed by or served by any governmental agency against or affecting Seller or any part or aspect of the Property.

(e) Third Party Monetary Liens. With respect to any liens, liabilities and encumbrances placed, or caused to be placed, of record against the Improved Parcels by, for or on behalf of any party other than any Seller and evidencing a monetary obligation which can be removed by the payment of money, including, without limitation, deeds of trust, mortgages, mechanic’s liens, attachment liens, execution liens, tax liens and judgment liens (collectively, “Third Party Monetary Liens”), Sellers agree to use commercially reasonable efforts, at no cost or expense to Sellers, to cause such Third Party Monetary Liens to be removed from or insured over in the Title Policies or to otherwise be addressed in a manner reasonably satisfactory to Buyer, which Third Party Monetary Liens, if any, shall be addressed (if at all) as, when and if raised by Buyer as an Objection Matter in accordance with Section 4.1(e). Notwithstanding the foregoing, under no circumstances shall any Seller be obligated to pay, satisfy, and/or discharge any such Third Party Monetary Liens.

(f) Monetary Obligations. Seller shall pay and satisfy in full any and all Monetary Obligations applicable to the Improved Parcel owned by such Seller on or before the Closing Date.

(g) New Liens, Liabilities or Encumbrances. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall not cause or grant any new liens, encumbrances or exceptions to title to the Improved Parcels without the prior written consent of Buyer in each instance, which consent may be granted or denied in the sole and absolute discretion of Buyer following the expiration of the Investigation Period and which consent shall be granted in Buyer’s reasonable discretion (such consent not to be unreasonably withheld conditioned, or delayed) prior to the expiration of the Investigation Period. Notwithstanding the foregoing or anything to the contrary as contained in this Agreement, Seller shall be permitted to file or have filed: (i) a memorandum of lease or other short form recording with respect to any New Leases entered into following the Effective Date as otherwise provided for in this Agreement, and any such memorandum of lease or other short form recording with respect to any New Lease shall be deemed a Permitted Title Exception hereunder; and (ii) those matters set forth on Schedule “4.0,” attached hereto and incorporated herein by reference, to the extent recorded at least thirty (30) Calendar Days prior to the expiration of the Investigation Period in order to provide Buyer with sufficient time to review and approve or disapprove of such matters

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during the Investigation Period, and all such matters shall be deemed a Permitted Title Exception hereunder, unless and to the extent Buyer objects to such matters during the Investigation Period pursuant to the provisions of Section 4.1(e) hereof.

(h) Tenant Estoppel Certificates. On or before the Estoppel Delivery Deadline, Seller shall use commercially reasonable efforts to deliver to Buyer a fully completed and executed estoppel certificate from each of the Tenants (each, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than the expiration of the Investigation Period. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof. Each Tenant Estoppel Certificate shall contain substantially the same terms and be in substantially the same form and substance as the form of certificate attached hereto as Exhibit “I,” and incorporated by reference herein; provided, however, that if any Tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit “I”, then Buyer shall accept any modifications made to such form of estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such Tenant’s Lease.

In the event Seller is able to obtain Tenant Estoppel Certificates from: (I) all of the Major Tenants, and (II) Shop Tenants representing the Minimum Tenant Square Footage Requirement; on or before the Estoppel Delivery Deadline, but Seller is not able to obtain Tenant Estoppel Certificates from all of the Shop Tenants on or before the Estoppel Delivery Deadline, then Seller may, but shall not be obligated to, deliver to Buyer, prior to the Estoppel Delivery Deadline, a landlord estoppel certificate in the form of Exhibit “J,” attached hereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Lease with a Shop Tenant for which a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. Any Landlord Estoppel Certificate delivered to Buyer shall be dated within thirty (30) Calendar Days of the Closing Date (as may be extended as provided for herein). The statements made by a Seller in any Landlord Estoppel Certificate shall be deemed to be representations and warranties of such Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Article 9 of this Agreement, provided such statements as representations and warranties shall not be subject to the Survival Period, the Floor or the Cap. Notwithstanding anything contained herein to the contrary, in the event Seller delivers a Landlord Estoppel Certificate to Buyer and at any time thereafter (whether before or after Closing) Seller or Buyer obtains a Tenant Estoppel Certificate that is reasonably acceptable to Buyer in accordance with the provisions of Section 5.1(h)(ii) below which corresponds to a delivered Landlord Estoppel Certificate (a “Corresponding Tenant Estoppel”), then such Corresponding Tenant Estoppel shall be substituted for the corresponding Landlord Estoppel Certificate and, upon Buyer’s receipt and approval of such Corresponding Tenant Estoppel, the corresponding Landlord Estoppel Certificate shall automatically become null and void and be of no further force or effect and Seller shall have no liability therefor.

If Seller has not timely delivered a Tenant Estoppel Certificate from all of the Major Tenants on or before the Estoppel Delivery Deadline and/or if Seller has not timely delivered a Tenant Estoppel Certificate from those Shop Tenants representing the Minimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, then Seller shall not be deemed to be in default of this Agreement as a result thereof and Buyer shall have the right to

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terminate this Agreement pursuant to the provisions of Section 8.5(a) hereof. Furthermore, if Seller has timely delivered a Tenant Estoppel Certificate from all of the Major Tenants and from those Shop Tenants representing the Minimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Shop Tenant’s Lease on or before the Estoppel Delivery Deadline, then Seller shall not be deemed to be in default of this Agreement as a result thereof and Buyer shall have the right to terminate this Agreement pursuant to the provisions of Section 8.5(a) hereof.

Notwithstanding anything in this Agreement to the contrary, if Seller has not timely delivered a Tenant Estoppel Certificate from all of the Major Tenants on or before the Estoppel Delivery Deadline, and/or if Seller has not timely delivered a Tenant Estoppel Certificate from those Shop Tenants representing the Minimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, and/or if Seller has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Shop Tenant’s Lease on or before the Estoppel Delivery Deadline, in such event Seller shall have the right, upon written notice to Buyer, to extend the Closing Date by up to ninety (90) Calendar Days in order to allow Seller additional time to obtain and/or deliver all such Tenant Estoppel Certificates and/or Landlord Estoppel Certificates, and/or to attempt to cure any timely and valid Estoppel Objection Matters set forth in any Estoppel Objection Notice; provided, however, that: (1) in the event that Seller is still unable to satisfy the requirements of this Section 5.1(h) on or before the Closing Date as extended hereunder, Buyer shall have the right to terminate this Agreement pursuant to Section 8.5(a) hereof; and (2) in the event that the Closing Date does not occur within thirty (30) Calendar Days of the originally scheduled Closing Date, with respect to any Tenant Estoppel Certificate delivered to Buyer prior to the originally scheduled Closing Date, Seller shall use commercially reasonable efforts to obtain and deliver to Buyer prior to the extended Closing Date either: (y) an updated Tenant Estoppel Certificate; or (z) a letter executed by the applicable Tenant confirming that the statements in the prior Tenant Estoppel Certificate delivered to Buyer are still true, correct and complete as of the date of such letter; provided, however, under no circumstances shall delivery of any such updated Tenant Estoppel Certificate or letter executed by any applicable Tenant confirming that the statements in the prior Tenant Estoppel Certificate be deemed a condition or contingency to Closing hereunder or otherwise give rise to any termination right in favor of Buyer under this Agreement. In the case of any extension requested by Seller or Buyer as provided herein, all references in this Agreement to the “Closing Date” shall mean the Closing Date, as the same may be extended as provided for herein.

(i) Approval or Disapproval of Proposed Estoppel Certificates. At any time following the Effective Date and at least twenty (20) Business Days prior to the expiration of the Investigation Period, Sellers shall submit to Buyer copies of the Estoppel Certificates each Seller proposes to send to the Tenants (each, a “Proposed Estoppel” and collectively, the “Proposed Estoppels”). No later than ten (10) Business Days prior to the expiration of the Investigation Period, Buyer shall notify Sellers in writing as to any objection(s) Buyer has as to the form or content of the Proposed Estoppels. If Buyer fails to timely deliver to Sellers written notice of Buyer’s objection(s) to the Proposed Estoppels, then Buyer shall be deemed to have approved the Proposed Estoppels. If Buyer timely delivers to Sellers written notice of Buyer’s objection(s) to the Proposed Estoppels, then Sellers shall modify or correct the

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Proposed Estoppels in response to Buyer’s objections, provided, however, Sellers shall have no duty or obligation to modify a Proposed Estoppel that conforms to the requirements of Section 5.1(h) above. Provided that the form of the Tenant Estoppel Certificates is established pursuant to the procedures set forth in this Section 5.1(h)(i), within five (5) Business Days following Buyer’s delivery of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, Sellers shall submit to the Tenants the Tenants Estoppel Certificates conforming to the Proposed Estoppels, as modified pursuant to this Section 5.1(h)(i), approved or deemed approved by Buyer pursuant to this Section 5.1(h)(i).

(ii) Approval or Disapproval of Estoppel Certificates. Each Seller shall forward to Buyer the fully executed Tenant Estoppel Certificates promptly upon receipt by such Seller (to the extent such Tenant Estoppel Certificates are deemed final by Seller), and each Seller shall also forward to Buyer the fully completed and executed Landlord Estoppel Certificates for any remaining Shop Tenants that such Seller elects to deliver, in each case in no event later than the Estoppel Delivery Deadline. Buyer shall have the right to approve or disapprove each of the Estoppel Certificates; provided, however, Buyer shall have no right to disapprove of any Estoppel Certificate unless: (a) the Tenant or Seller (as applicable for any Landlord Estoppel Certificates) discloses therein any material default, material dispute, and/or material and adverse discrepancy in the terms of such Tenant’s Lease, all as reasonably determined by Buyer, and such matter was not previously disclosed to Buyer: (1) in writing prior to the date that is five (5) Business Days prior to the expiration of the Investigation Period; (2) [reserved]; or (3) in any written notice delivered by Seller to Buyer pursuant to Section 9.18 relating to any modification to Seller’s representations and warranties; or (b) any of the information provided in such Estoppel Certificate is materially and adversely inconsistent with the Rent Roll, as reasonably determined by Buyer, and such inconsistency was not previously disclosed to Buyer: (1) in writing prior to the date that is five (5) Business Days prior to the expiration of the Investigation Period; (2) [reserved]; or (3) in any written notice delivered by Seller to Buyer pursuant to Section 9.18 relating to any modification to Seller’s representations and warranties. Subject to the foregoing, if Buyer disapproves of any Estoppel Certificate, then Buyer may deliver to the applicable Seller written notice of Buyer’s disapproval of such Estoppel Certificate (“Estoppel Objection Notice”) by the later to occur of: (i) the fifth (5^th) Business Day prior to the Closing Date; or (ii) the fifth (5^th) Business Day following Buyer’s receipt of such Estoppel Certificate of which Buyer disapproves; or (iii) the Closing Date (but only to the extent such Estoppel Certificate was delivered to Buyer within five (5) Business Days prior to the Closing Date) (the “Estoppel Objection Deadline”); provided, however, that with respect to any Estoppel Certificate received by Buyer within the five (5) Business Day period prior to the Closing Date, Buyer shall have the right, by written notice to Seller, to extend the Closing Date for up to five (5) Business Days in order to allow Buyer additional time to review such Estoppel Certificate. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless any Seller receives an Estoppel Objection Notice by the Estoppel Objection Deadline, Buyer shall be deemed to have approved of each such Estoppel Certificate. If any Seller receives an Estoppel Objection Notice by the Estoppel Objection Deadline, then such Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of such Seller’s election to cure some or all of the Estoppel Obligation Matters within three (3) Business Days following the applicable Seller’s

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receipt of Buyer’s Estoppel Objection Notice, but in all events no later than the Closing Date (as may be extended as provided for herein). If the applicable Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such time period, such Seller shall be deemed to have elected to not cure all such Estoppel Objection Matters. If the applicable Seller timely elects (or is deemed to have timely elected) to cure one or more of the Estoppel Objection Matters, then such Seller shall have until the last Business Day immediately preceding the Closing Date (as may be extended as provided for herein) (“Estoppel Cure Deadline”), to cure such Estoppel Objection Matters that Seller has committed to cure or to deliver to Buyer a post-closing agreement, duly executed by the applicable Seller and in form and substance reasonably acceptable to Buyer, whereby such Seller covenants and agrees to diligently prosecute and cure such Estoppel Objection Matters following the Closing in accordance with the terms and provisions set forth therein (the “Estoppel Cure Agreement”), and in either case, the applicable Seller shall pay all costs associated with such cure.

(iii) Estoppel Remedies. If any Seller either: (a) elects not to cure one or more of the Estoppel Objection Matters; or (b) fails to cure an Estoppel Objection Matter that Seller has elected to cure or to deliver an Estoppel Cure Agreement with respect to such Estoppel Objection Matter on or before the Estoppel Cure Deadline, then Seller shall not be in default under this Agreement as a result thereof and, in such a case, Buyer may exercise one of the following options: (1) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement and without any reduction in the Purchase Price, subject to such Estoppel Objection Matters; or (2) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless one or more of such Estoppel Objection Matters is the result of a breach by Seller of one or more of the provisions of Section 5.1 hereof, in which case the provisions of Section 8.6(a) shall govern.

(i) [RESERVED].

(j) New Matters.

(i) New Matters Notice. In the event that prior to the Closing, (A) Buyer receives any update to the Preliminary Title Reports which update discloses or reveals any new title exceptions, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Reports or the Surveys, and which are not the result of an act or omission of Buyer, or its agents or representatives; (B) [reserved]; or (C) [reserved] (each, a “New Matter” and collectively, the “New Matters”), then within three (3) Business Days following Buyer’s receipt of such update Buyer shall deliver written notice to Sellers disclosing the existence of such New Matters (the “New Matters Notice”), together with copies of all documents, agreements, items or instruments relating thereto.

(ii) New Matters Objection Notice. If Buyer is not satisfied for any reason with one or more of the New Matters disclosed in the New Matters Notice, Buyer may give Seller written notice (the “New Matters Objection Notice”) within five (5) Business Days (but in no event later than the Closing Date) after the date of such New Matters Notice. In the event Buyer fails to timely deliver to Seller a New Matters Notice or a New Matters Objection Notice, such New Matters shall be deemed approved by Buyer (and if such New Matters affect title to the Real Property, such New Matters shall be deemed to constitute a “Permitted Title

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Exception” to the extent such New Matters relate to fee title to the Real Property, except to the extent such New Matters are a Monetary Obligation that Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement). Each New Matters Objection Notice shall list each item of dissatisfaction or objection with respect to such New Matters (each, a “New Matters Objection” and collectively, the “New Matters Objections”).

(iii) New Matters Cure Election Notice. If Buyer provides to Seller one or more New Matters Objection Notices, Seller shall deliver to Buyer written notice (“New Matters Cure Election Notice”) within two (2) Business Days after Seller’s receipt of the applicable New Matters Objection Notice (but in all events no later than the Closing Date) (“New Matters Cure Election Deadline”). Seller shall not be obligated to elect to cure any New Matters Objections, except to the extent one or more of such New Matters Objections constitutes Monetary Obligations that Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement. The failure of Seller to timely deliver a New Matters Cure Election Notice on or before the New Matters Cure Election Deadline (having received one or more New Matters Objection Notices from Buyer), shall be deemed to be an election by Seller to not cure all of the New Matters Objections specified in the applicable New Matters Objection Notice. In the event Seller timely elects (or is deemed to have elected) not to cure one or more of the New Matters Objections, then Seller shall not be in default under this Agreement as a result thereof (except to the extent one or more of such New Matters Objections constitutes Monetary Obligations that Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement), then Buyer may exercise either of the following options within five (5) Business Days after the New Matters Cure Election Deadline (but in all events no later than the Closing Date): (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement and without any reduction in the Purchase Price, subject to those New Matters Objections that Seller has elected not to cure (which will be deemed to constitute “Permitted Title Exceptions” to the extent such New Matters Objections relate to fee title to the Real Property), except to the extent one or more of such New Matters Objections constitutes Monetary Obligations that Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless one or more of such New Matters Objections is the result of a breach by Seller of one or more of the provisions of this Section 5.1, in which case the provisions of Section 8.6(a) hereof shall govern.

(iv) Cure of New Matters Objections. If Seller timely elects to: (A) cure all of the New Matters Objections pursuant to Section 5.1(j)(iii) hereof; or (B) cure some (but not all) of the New Matters Objections pursuant to Section 5.1(j)(iii), provided Buyer does not terminate this Agreement and the Escrow pursuant to Section 5.1(j)(iii)(B) hereof, Seller shall have until the last Business Day immediately preceding the Closing Date to cure such New Matters Objections to Buyer’s reasonable satisfaction, and Seller shall pay all costs associated with the cure of such New Matters Objections, provided, however, if one or more of such New Matters Objections cannot reasonably be cured on or before the last Business Day immediately preceding the Closing Date, then Seller shall have the right to extend the Closing Date for ten (10) Business Days in order to effectuate such cure. In such a case, all references in this Agreement to the “Closing Date” shall mean the Closing Date, as the same may be extended pursuant to this Section 5.1(j). If Seller fails to timely cure one or more of the New Matters Objections that Seller has elected to cure, then Seller shall not be in default under this Agreement

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as a result thereof and, in such a case, Buyer may exercise either of the following options on or before the Closing Date: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement and without any reduction in the Purchase Price, subject to those New Matters Objections that Seller failed to timely cure (which will be deemed to constitute “Permitted Title Exceptions” to the extent such New Matters Objections relate to fee title to the Real Property), except to the extent one or more of such New Matters Objections constitutes Monetary Obligations which Seller is obligated to remove pursuant to Section 5.1(f) of this Agreement; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless one or more of such New Matters Objections is the result of the breach by Seller of one or more of the provisions of this Section 5.1, in which case the provisions of Section 8.6(a) shall govern.

Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

Section 5.2 SEC Requirements. For a period of two (2) years following the Closing Date and upon Buyer’s prior written request of at least ten (10) business days, each Seller agrees, at no cost, liability or expense to such Seller, to make available to Buyer and Buyer’s auditor, for the last complete fiscal year immediately preceding the Closing Date and the stub period through the Closing Date, such of Seller’s Books and Records, including, without limitation, trial balances, general ledger, historical tenant leases, invoices, bank statements, images of cleared checks received from Tenants and made payable by Seller to vendors and supporting documentation, and such other financial books and records as may be reasonably required to allow Buyer’s auditor to prepare a property-level Statement of Revenues and Certain Expenses (“Rule 3-14 Financials”) as required by Rule 3-14 of Securities and Exchange Commission Regulation S-X, to support an audit opinion by an independent accounting firm with respect to the Rule 3-14 Financials, and otherwise sufficient so as to permit Buyer to comply with Buyer’s Securities and Exchange Commission (“SEC”) reporting requirements; provided, however, that no Seller shall be required to incur any third party costs or expenses in connection therewith nor shall any Seller be required to make any representations or warranties with respect to such information beyond a customary audit letter in form and substance reasonably satisfactory to Seller and reasonably requested by an independent accounting firm engaged by Buyer to deliver its auditors report with respect to the Rule 3-14 Financials, and any such audit letter from Seller shall only be applicable to time periods when such Seller owned the Property; and provided further, however, that the ongoing obligations of each Seller shall be limited to providing such information or documentation as may be in the actual possession or control of such Seller, at no unreimbursed cost to Seller, and in the format that Seller has from time to time maintained such information with no obligation to compile such information except other than in the form it then exists, and any such information provided by any Seller shall be subject to the confidentiality requirements and provisions of this Agreement. Seller has not and does not warrant the accuracy of its accounting records and Buyer shall not be entitled to rely upon the same as being true, correct, complete or accurate.

(a) Seller Entity Requirements. For the time period following the Closing and continuing until December 31, 2016, each Seller: (i) shall not dissolve or liquidate; (ii) shall remain an active entity in good standing in the State of its formation; and (iii) shall remain

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funded with a minimum of two percent (2%) of the Purchase Price allocated to the Improved Parcel owned by such Seller as provided for in the Purchase Price Allocation. Notwithstanding the foregoing or anything to the contrary as contained herein, it shall not be deemed a default or breach hereunder should any Seller fail to remain funded at the amount provided for herein, and each Seller shall be entitled to elect following Closing to remain funded below such required amount; provided, however, that at such time as any Seller is not in compliance with the requirements of this Section 5.2(a), including the requirement to remain funded with a minimum of two percent (2%) of the Purchase Price allocated to the Improved Parcel owned by such Seller, DDR’s obligations under Section 16.17(c) hereof and subsection (a)(iii) of the Joiner’s Separate Undertaking shall immediately apply and take effect with respect to such Seller’s obligations under this Agreement.

(b) Survival. The covenants and agreements set forth in this Section 5.2 hereof shall survive the Closing until December 31, 2016.

ARTICLE 6

SELLER’S DELIVERIES

Section 6.1 Seller’s Deliveries to Escrow Agent at Closing. On or before the Closing Date, each Seller (as applicable with respect to the Improved Parcel owned by such Seller) shall deliver to Escrow Agent the items described in this Article 6.

(a) Seller’s Deed. One (1) original of Seller’s Deed, duly executed and acknowledged by Seller.

(b) Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller.

(c) Certificate of Non-Foreign Status. One (1) original of the Certificate of Non-Foreign Status, duly executed and acknowledged by Seller.

(d) Assignment and Assumption of Leases, License Agreements and Security Deposits. Two (2) counterpart originals of the Assignment and Assumption of Leases, License Agreements, duly executed by Seller.

(e) Assignment of Permits, Entitlements and Intangible Property. Two (2) counterpart originals of Assignment of Permits, Entitlements and Intangible Property, duly executed by Seller.

(f) REA Notice. A copy of a letter from Seller to each party to any reciprocal easement and/or other easement or restrictive agreement which affects the Real Property, in form and substance reasonably acceptable to Seller and stating that the Real Property has been sold and that all notices under the such agreement relating to the Real Property should now be addressed to Buyer, but only to the extent any such agreements require such notice and only to the extent Buyer provides written notice to Seller as to such requirement prior to the end of the Investigation Period.

(g) Seller’s Charges. Such funds as may be required to: (a) discharge all Monetary Obligations (unless otherwise released from record title); and (b) pay any amounts

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required to be paid by Seller in accordance with the provisions of Article 11 hereof; in the form of Cash and only to the extent the Purchase Price and other funds deposited by Buyer with Escrow Agent are insufficient to fully cover such amounts payable by Seller (otherwise such amounts payable by Seller are to be offset against the Purchase Price and other funds deposited by Buyer with Escrow Agent).

(h) Seller’s Affidavit; Certificates and Evidence of Authority. (a) Seller’s Affidavit; and (b) to the extent reasonably required by the Title Insurer, evidence that Seller and those acting for Seller have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transaction contemplated by this Agreement.

(i) Seller’s Closing Statement. Seller’s closing or settlement statement, duly executed by Seller.

(j) [RESERVED].

(k) Seller’s Certificate. A certificate to be executed and delivered by Seller that such Seller’s representations and warranties as set forth in Article 9 of this Agreement, as the same may be modified pursuant to the provisions of Article 9, are true and correct in all material respects as of Closing. The foregoing certificate shall include as an attachment thereto an updated, current Rent Roll.

(l) Additional Documents. Such additional documents, instructions or other items as may be reasonably necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Seller, except as otherwise provided for in this Agreement.

(m) Tenant Notice Letters. Counterpart originals of a Tenant Notice Letter for each of the Tenants, executed by Seller, which Tenant Notice Letters shall be sent out by the Escrow Agent to the Tenants immediately following Closing.

Section 6.2 Seller’s Post-Closing Deliveries to Buyer. Within three (3) Business Days following Closing, each Seller (as applicable with respect to the Improved Parcel owned by such Seller) shall deliver to Buyer the items described in this Section 6.2.

(a) Leases, Permits and Entitlements and Intangible Property. Originals, or if the originals are not available, copies of all of the Leases, Permits and Entitlements and Intangible Property in Seller’s possession or control.

(b) [RESERVED].

(c) [RESERVED].

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(d) Keys. All keys and security cards, if any, relating to the Real Property, and such additional documents, instructions or other items as may be necessary to operate any security systems on the Real Property.

(e) Roof Warranty. An original (or copy if an original is not in Seller’s possession) of the roof warranty or roof warranties relating to the applicable Shopping Center, if any, in Buyer’s name (but only to the extent transferable and/or assignable within such time period following Closing and subject to Buyer paying all costs relating to such transfer and/or assignment).

Section 6.3 Post-Closing Access. Seller shall have access to the respective Improved Parcel owned by such Seller for a period of three (3) business days following the Closing Date for the purpose of removing Seller proprietary property and otherwise removing items at the Property identifying Seller.

Section 6.4 Survival. The provisions of this Article 6 shall survive the Closing.

ARTICLE 7

BUYER’S DELIVERIES

On or before the Closing Date, Buyer shall deliver to Escrow Agent the items described in this Article 7.

Section 7.1 Closing Deposit. The Closing Deposit for the Property pursuant to Section 2.2(d) hereof.

Section 7.2 Assignment and Assumption of Leases, License Agreements and Security Deposits. Two (2) counterpart originals of each Assignment and Assumption of Leases, License Agreements and Security Deposits, duly executed by Buyer.

Section 7.3 Assignment of Permits, Entitlements and Intangible Property. Two (2) counterpart originals of each Assignment of Permits, Entitlements and Intangible Property, duly executed by Buyer.

Section 7.4 Buyer’s Charges. In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, funds sufficient to pay all amounts required to be paid by Buyer in accordance with the provisions of Article 11 hereof, in the form of Cash.

Section 7.5 Evidence of Authority. To the extent required by the Title Insurer, evidence that Buyer and those acting for Buyer have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transactions contemplated by this Agreement.

Section 7.6 Buyer’s Closing Statement. Buyer’s closing or settlement statement, duly executed by Buyer.

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Section 7.7 Tenant Notice Letters. Counterpart originals of a Tenant Notice Letter for each of the Tenants, executed by Buyer, which Tenant Notice Letters shall be sent out by the Escrow Agent to the Tenants immediately following Closing.

Section 7.8 Additional Documents. Such additional documents, instructions or other items as may be reasonably necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Buyer, except as otherwise provided for in this Agreement.

Section 7.9 Survival. The provisions of this Article 7 shall survive the Closing.

ARTICLE 8

CONDITIONS TO CLOSING;

CLOSING;AND TERMINATION UPON DEFAULT

Section 8.1 Conditions to Obligations of Buyer. The Closing of the transaction contemplated pursuant to this Agreement and Buyer’s obligation to purchase the Property are subject to satisfaction, on or prior to the Closing Date, of all of the conditions set forth below, the determination of the satisfaction of which shall be made by Buyer, in its sole but reasonable discretion. Sellers hereby acknowledges and agrees that each of the conditions set forth in this Section 8.1 are for the benefit of Buyer and may only be waived by Buyer in its sole but reasonable discretion.

(a) Title Commitments. With respect to each Improved Parcel, Title Insurer is irrevocably committed to issue an American Land Title Association Owner’s Policy of Title Insurance with Extended Coverage (ALTA Form 2006), or its state equivalent, together with such endorsements as may be requested by Buyer in writing to Sellers and the Title Insurer during the Investigation Period and were approved for issuance by Title Insurer by issuance of a pro forma policy including such endorsements or otherwise by written notice to Buyer and Sellers during the Investigation Period, with liability in the amount of the applicable portion of the Purchase Price as identified on the Property List, insuring that fee title to the applicable Real Property is vested in Buyer, and with all Third Party Monetary Liens removed or insured over or otherwise addressed in a manner reasonably satisfactory to Buyer (but only if and to the extent such Third Party Monetary Liens were timely raised by Buyer as an Objection Matter in accordance with Section 4.1(e) or as a New Matters Objection in accordance with Section 5.1(j)(ii)), and subject only to: (i) the exclusions listed in the “Exclusions from Coverage” and the standard “Conditions” of the ALTA Extended Coverage Policy; and (ii) the Permitted Title Exceptions, as applicable (each, a “Title Policy” and collectively, the “Title Policies”). Notwithstanding the foregoing, any condition in favor of Buyer relating to issuance of the Title Policies with Extended Coverage and with certain endorsements requested by Buyer as provided for herein is subject in all respects to Buyer obtaining and Title Insurer reviewing such Updated Surveys during the Investigation Period, and if Buyer fails to obtain such Updated Surveys or Title Insurer fails to review such Updated Surveys during the Investigation Period, then the requirement that the Title Policies be issued with Extended Coverage and with any endorsements requested by Buyer that require Title Insurer to have reviewed and approved the Updated

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Surveys shall be deemed null and void and deleted in its entirety (provided the issuance of the Title Policies as otherwise required hereunder shall remain in full force and effect).

(b) Litigation. Except for matters disclosed by any Seller to Buyer in writing during the Investigation Period or that Buyer has actual knowledge of prior to the expiration of the Investigation Period, no suit, action, claim or other similar proceeding shall have been instituted or threatened in writing against any Seller which results, or reasonably might be expected to result, in the transactions contemplated by this Agreement being enjoined or declared unlawful, in any lien attaching to or against the Property (for which any Seller has not otherwise provided for such lien to be bonded or insured over to Buyer’s reasonable satisfaction), and/or in any material liabilities or material obligations being imposed upon Buyer or the Property, as reasonably determined by Buyer, other than the Permitted Title Exceptions.

(c) No Bankruptcy. Following the expiration of the Investigation Period and prior to Closing, there are no voluntary or involuntary proceedings in bankruptcy or pursuant to any other similar laws for relief of debtors publicly announced or filed by: (i) at least and no less than two (2) of the Tenants under Leases with respect to the Taylorsville Parcel as listed on Schedule “9.0,” attached hereto and incorporated herein by reference; or (ii) any Seller.

(d) [RESERVED].

(e) [RESERVED].

(f) [RESERVED].

(g) [RESERVED].

(h) [RESERVED].

(i) [RESERVED].

(j) [RESERVED].

(k) Landlord Default Under Leases. Excluding any defaults, claims or other matters relating to the condition of the Property or any part thereof, including, without limitation, any maintenance, repairs and/or replacements in connection therewith, and further excluding any matters otherwise set forth in any Estoppel Certificates, the approval or disapproval of which shall be governed by the terms of Section 5.1(h)(ii) hereof, there is no material default under the Leases by any Seller: (i) that has not been cured to Buyer’s reasonable satisfaction; or (ii) for which the applicable Seller has not delivered a post-closing agreement, duly executed by such Seller and in form and substance reasonably acceptable to Buyer, whereby the applicable Seller covenants and agrees to diligently prosecute and cure such default or otherwise diligently contests in good faith and reasonably endeavors to resolve such default following the Closing in accordance with the terms and provisions set forth therein or otherwise assume all liability in connection with such default (the “Default Cure Agreement”), and in either case, the applicable Seller has paid or has agreed in writing to pay all costs associated with such cure (if any, and subject to such Seller’s right to diligently contest in good faith).

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(l) Estoppel Certificates. Each respective Seller shall have timely delivered to Buyer: (i) a Tenant Estoppel Certificate from (A) all of the Major Tenants; and (B) Shop Tenants representing the Minimum Tenant Square Footage Requirement; and (ii) a Tenant Estoppel Certificate or Landlord Estoppel Certificate with respect to each remaining Shop Tenant, in each case, in accordance with the terms and conditions set forth in Section 5.1(h) hereof.

(m) Estoppel Objection Matters. Each respective Seller timely cures to the reasonable satisfaction of Buyer all Estoppel Objection Matters that such Seller elects to cure pursuant to Section 5.1(h) hereof.

(n) New Matters Objections. Seller timely cures to the satisfaction of Buyer all New Matters Objections that Seller elects (or is deemed to have elected) to cure pursuant to Section 5.1(j)(iii) hereof.

Buyer may waive any of the conditions set forth in this Section 8.1 by delivery of written notice to Seller on or before the Closing. Without limiting the foregoing, Escrow Agent shall assume that each of the conditions set forth in Section 8.1 shall have been satisfied or waived as of the Closing Date, unless Buyer shall have given written notice to the contrary to Escrow Agent and Sellers on or before the Closing Date.

Section 8.2 [RESERVED].

Section 8.3 Casualty; Condemnation Proceeding.

(a) Material Loss. In the event that, prior to the Closing, any Improved Parcel shall suffer a Material Loss, or if any Seller shall receive notice of the commencement or the imminent threat of commencement of any eminent domain or condemnation proceeding which involves any material portion of any Improved Parcel such that the Improved Parcel would be materially and adversely affected (and for purposes hereof any such proceeding that would permanently restrict or close any primary access points to the Improved Parcels from any existing rights of way or that would otherwise allow for any Major Tenant to terminate such Major Tenant’s Lease shall be deemed material and adverse) (“Condemnation Proceeding”), such Seller shall promptly notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement and without a reduction in the Purchase Price (except as otherwise expressly provided for herein), subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then each Seller shall pay and assign to Buyer on the Closing, upon the written consent of the applicable insurer, any and all casualty insurance proceeds previously paid (and not yet used by such Seller to secure, repair or restore the Property) or payable to such Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of any insurance deductible. In the event the applicable insurer will not consent to the assignments of any insurance claim to Buyer, such Seller shall pursue the applicable insurance claim on behalf of Buyer (and Buyer shall assist such Seller as reasonably requested by Seller)

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and will turn over insurance proceeds from such claim to Buyer, less any actual expenses of such Seller’s pursuit of such insurance claim, upon Seller’s receipt of same. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then each Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid (and not yet used by such Seller to secure, repair or restore the Property) or payable to such Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Sellers within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from any Seller of the occurrence of the Material Loss or Condemnation Proceeding.

(b) Non-Material Loss. In the event that, prior to the Closing, any Improved Parcel shall suffer a Non-Material Loss, such Seller shall promptly notify Buyer of such Non-Material Loss and, in such a case, Buyer shall be obligated to purchase the Property (in its then existing condition) in accordance with the terms and conditions of this Agreement, subject to the terms and conditions of this Section 8.3(b). In such a case, each Seller shall pay and assign to Buyer on the Closing, upon the written consent of the applicable insurer, any and all casualty insurance proceeds previously paid (and not yet used by such Seller to secure, repair or restore the Property) or payable to such Seller, and Buyer shall also be entitled to a credit against the Purchase Price in an amount equal to the sum of any insurance deductible. In the event the applicable insurer will not consent to the assignments of any insurance claim to Buyer, such Seller shall pursue the applicable insurance claim on behalf of Buyer (and Buyer shall assist such Seller as reasonably requested by Seller) and will turn over insurance proceeds from such claim to Buyer, less any actual expenses of such Seller’s pursuit of such insurance claim, upon Seller’s receipt of same.

(c) Survival. The provisions of this Section 8.3 shall survive the Closing.

Section 8.4 Closing. The closing of the transaction contemplated by this Agreement (“Closing”) shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon in writing by Sellers and Buyer, on the date that is thirty (30) Calendar Days following Buyer’s delivery of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, or such other earlier date as may be mutually agreed upon by Sellers and Buyer (the “Closing Date”), subject to extension as provided for in Sections 5.1(h) and 5.1(j).

Section 8.5 Failure of Conditions to Closing; No Default by Seller or Buyer.

(a) Failure of Buyer’s Closing Conditions. In the event one or more of Buyer’s conditions to the Closing set forth in Section 8.1 hereof are not satisfied or otherwise waived by Buyer on or before the Closing Date, or in the event of a Material Loss or Condemnation Proceeding in accordance with Section 8.3, or in the event Buyer is otherwise entitled to terminate this Agreement in accordance with Section 9.18, then Buyer shall have the right to terminate this Agreement and the Escrow by giving written notice of such termination to Seller prior to Closing. Upon any election by Buyer to terminate this Agreement and the Escrow pursuant to this Section 8.5(a), the provisions of Section 8.5(c) hereof shall govern.

(b) [RESERVED].

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(c) Termination Provisions. In the event Buyer elects to terminate this Agreement and the Escrow for the reasons and in accordance with the provisions set forth in this Section 8.5, then: (i) this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement); (ii) Escrow Agent shall immediately cause the Deposit to be paid to Buyer without the need of any further written authorization or consent from Sellers; and (iii) Sellers and Buyer shall execute such escrow cancellation instructions as may be reasonably necessary to effectuate the cancellation of the Escrow as may be required by Escrow Agent. Any Escrow cancellation, title cancellation and other cancellation charges shall be borne by Buyer.

Section 8.6 Failure of Conditions to Closing; Default by Sellers or Buyer. In the event any Seller or Buyer defaults in the performance of any of their respective obligations to be performed at or prior to the Closing, other than in the case of Buyer’s timely termination pursuant to Sections 4.2, 8.3, 8.5(a) or 9.18 hereof, then the non-breaching party may elect the applicable remedies set forth in this Section 8.6, which remedies shall constitute the sole and exclusive remedies of the non-breaching party with respect to a default by the other party under this Agreement.

(a) Remedies of Buyer. In the event Buyer is the non-breaching party, and if any respective Seller has failed to cure such Seller’s default under this Agreement within five (5) Business Days following written notice from Buyer of such default, then Buyer, as its sole and exclusive remedy, may elect to: (i) terminate this Agreement and the Escrow by giving Sellers written notice describing any such Seller’s default and setting forth Buyer’s election to immediately terminate this Agreement and the Escrow; or (ii) pursue the equitable remedy of specific performance of this Agreement, provided that such action must be commenced within sixty (60) days following Buyer’s discovery of such Seller’s material default under this Agreement. In the event Buyer elects to terminate this Agreement and the Escrow pursuant to Section 8.6(a)(i) hereof, then: (1) Escrow Agent shall immediately cause the Deposit to be paid to Buyer without the need of any further authorization or consent from Sellers pursuant to the provisions of Section 8.6(d) hereof; and (2) Sellers shall also promptly pay to Buyer an amount equal to Buyer’s actual third-party out-of-pocket costs, fees and expenses, including reasonable attorneys’ fees and costs, incurred by Buyer in connection with the transaction contemplated by this Agreement up to the date of such termination; provided, however, Sellers’ obligations pursuant to Section 8.6(a)(2) shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00).

(b) Remedies of Sellers. In the event Buyer defaults in the performance of any of Buyer’s obligations to be performed under this Agreement at or prior to the Closing, and Buyer has failed to cure such default under this Agreement within five (5) Business Days following written notice from Sellers of such default (provided, however, should Buyer fail to timely proceed to Closing as provided for herein, then Buyer shall only have one (1) Business Day to cure such default, and under no circumstances shall Buyer be permitted to extend Closing to cure any default by Buyer for more than one (1) Business Day), then Sellers, as Sellers’ sole and exclusive remedy, may elect to terminate this Agreement and the Escrow by giving Buyer written notice describing Buyer’s default and setting forth Sellers’ election to immediately terminate this Agreement and the Escrow. In the event Sellers elect to terminate this Agreement and the Escrow pursuant to this Section 8.6(b), the sole and exclusive remedy of Sellers shall be

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to receive the Deposit as stipulated liquidated damages as more particularly set forth in Section 8.6(c) hereof. In the event Sellers elect to terminate this Agreement and the Escrow pursuant to this Section 8.6(b), then Escrow Agent shall immediately cause the Deposit to be paid to Sellers without the need of any further authorization or consent from Buyer pursuant to the provisions of Section 8.6(d) hereof.

(c) SELLERS’ LIQUIDATED DAMAGES. IF BUYER FAILS TO TIMELY COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT (OTHER THAN AS A RESULT OF BUYER’S TIMELY ELECTION TO TERMINATE PURSUANT TO SECTIONS 4.2, 8.3, 8.5(a), 8.6(a) OR 9.18 HEREOF), OR IF SELLERS OTHERWISE TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 8.6(b) OF THIS AGREEMENT, SELLERS SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. IN SUCH A CASE, SELLERS AND BUYER AGREE THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE THE AMOUNT OF DAMAGES OF SELLERS AS A RESULT OF ANY SUCH BREACH BY BUYER, AND, ACCORDINGLY, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY, SELLERS SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. SELLERS ACKNOWLEDGE AND AGREE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLERS SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLERS ON ACCOUNT OF THE DEFAULT BY BUYER, AND IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLERS SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS AT LAW OR IN EQUITY, INCLUDING ANY CLAIM FOR SPECIFIC PERFORMANCE, EXCEPT FOR: (A) CLAIMS FOR INDEMNITY PURSUANT TO SECTION 4.1(c) HEREOF; (B) ACTIONS FOR THE RETURN OF DOCUMENTS PURSUANT TO SECTION 4.1 AND/OR 4.4 HEREOF; AND (C) REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) AND (B) HEREOF.

SELLERS’ INITIALS BUYER’S INITIALS

(d) Termination Provisions. In the event any Party elects to terminate this Agreement and the Escrow for the reasons and in accordance with the provisions set forth in this Section 8.6, then: (i) this Agreement will automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement) without any further acts of either Sellers or Buyer; (ii) Sellers and Buyer agree to execute such escrow cancellation instructions as may be necessary to effectuate the cancellation of the Escrow as may be reasonably required by Escrow Agent, and (iii) Escrow Agent shall immediately cause the Deposit to be distributed and paid in accordance with the provisions of this Agreement without the need of any further authorization or consent from Sellers or Buyer. The breaching party hereunder shall pay any and all escrow and title cancellation costs incurred in connection herewith.

Section 8.7 [RESERVED].

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Section 8.8 Survival. The provisions of this Article 8 shall survive the Closing or any termination of this Agreement.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF SELLER

Each Seller, on its own behalf and solely with respect to that component of the Property owned by it and not on behalf of any other Seller or with respect to any component of the Property not owned by it, hereby makes the following representations and warranties, each of which is material and being relied upon by Buyer and, subject to modification as set forth in Section 9.18 below, shall be true in all material respects as of the date hereof and as of the Closing:

Section 9.1 Organization, Power and Authority. Seller is a limited liability company, limited partnership or general partnership, as applicable, duly organized and validly existing under the laws of the State of Delaware or Utah, respectively. Seller has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which Seller is a party, and to perform its obligations under this Agreement and the Transaction Documents and effect the transactions contemplated under this Agreement and the Transaction Documents. All requisite corporate, limited liability, partnership or other action has been taken to authorize and approve the execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party.

Section 9.2 No Conflicts. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated under this Agreement and the Transaction Documents, will not: (a) violate any provision of the organizational documents of Seller; (b) except as otherwise disclosed in Seller’s Deliveries or in the Preliminary Title Reports, violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Seller is a party or by or to which Seller or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, by or to which Seller or the Improved Parcel owned by Seller are or may be bound or subject.

Section 9.3 Non-Foreign Status. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

Section 9.4 Litigation. Since the date that is three (3) years prior to the Effective Date, Seller has not received written notice of, nor does Seller have actual knowledge of, any legal actions, suits, arbitrations, investigations or similar proceedings that are currently pending or that have been threatened in writing against the Improved Parcels. There are no lawsuits currently pending against the Improved Parcels.

Section 9.5 Condemnation. Since the date that is three (3) years prior to the Effective Date, Seller has not received written notice of, nor does Seller have actual knowledge of, any pending or threatened actions in writing by any governmental authority having the power of condemnation or eminent domain, which might result in all or any portion of the Improved

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Parcels or any interest therein being taken by eminent domain, condemnation or conveyed in lieu thereof.

Section 9.6 Property Compliance. Since the date that is three (3) years prior to the Effective Date, Seller has not received written notice of, nor does Seller have actual knowledge of, any violation of applicable laws, ordinances or regulations relating to the Improved Parcels which remain uncured.

Section 9.7 Rent Roll, Leases and License Agreements. Except as otherwise set forth in any Estoppel Certificates delivered to Buyer pursuant to Section 5.1(h) hereof, the Leases set forth on the Rent Roll (as applicable to such Seller) are the only Leases in effect with respect to the Improved Parcel owned by such Seller or any portion thereof. To the actual knowledge of Seller, the information contained in the Rent Roll (as applicable to such Seller) is true and correct in all material respects as of the date set forth on the Rent Roll. To the actual knowledge of Seller, within the three (3) year period prior to the Effective Date, and except as otherwise set forth on Schedule “8.0” attached hereto and made a part hereof or as otherwise disclosed in Seller’s Deliveries, the License Agreements or the Leases: (i) Seller has not received written notice of, nor does Seller have actual knowledge of, any uncured event of default with respect to the performance of any of Seller’s obligations under the License Agreements or Leases or any event that has occurred which with the giving of notice or the passage of time or both would result in a default by Seller under the License Agreements or Leases; (ii) each of the Leases to which Seller is subject is in full force and effect and there is no monetary or non-monetary default under any Lease by any party thereunder, nor has an event occurred which with the giving of notice or the passage of time or both would result in a default by either party thereunder, nor has any tenant thereunder claimed any current right of offset thereunder; (iii) all of the work (including all tenant improvements) to be constructed and installed by the landlord in the leased premises pursuant to the License Agreements and Leases is complete and fully paid for and/or will be complete and fully paid for on or before the Closing.

Section 9.8 Environmental. Except as disclosed in any environmental assessment or other environmental report or documentation included as part of Seller’s Deliveries, since the date that is three (3) years prior to the Effective Date, Seller has not received written notice of, nor does Seller have actual knowledge of, any violation of Environmental Laws with respect to the Improved Parcels.

Section 9.9 Property Rights. Seller has not executed or entered into any other agreement to purchase, sell, option, lease or otherwise dispose of or alienate all or any portion of the Improved Parcels other than this Agreement, any matters disclosed by the Preliminary Title Reports, the Leases and the License Agreements, which remain binding upon Seller or the Improved Parcel owned by Seller.

Section 9.10 Commissions and Fees. Except as provided in the Leases, as of the Effective Date, no Leasing Commissions or Tenant Inducement Costs are payable in connection with the Leases or any other agreement relating to the Property to which Seller is a party.

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Section 9.11 Taxes and Assessments. To Seller’s actual knowledge, there are no pending or threatened improvements, liens, or special assessments made or to be made against the Improved Parcel by any governmental authority.

Section 9.12 Options to Purchase/Rights of First Refusal. Except for the Right of First Refusal and except as otherwise set forth in the Leases, none of the Tenants under the Leases or to Seller’s knowledge, any other third parties have an option to purchase, right of first refusal to purchase or similar rights to purchase the Property or any part thereof.

Section 9.13 [RESERVED].

Section 9.14 Integrity of Documents. The Seller’s Deliveries delivered by Seller to Buyer are accurate copies of the Seller’s Deliveries in such Seller’s files.

Section 9.15 Prohibited Persons and Transactions. Seller is not, and will not become, a person or entity with whom U.S. persons are restricted from doing business with under the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of Treasury (including those 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), the USA Patriot Act, or other governmental action.

Section 9.16 Survival. The representations and warranties of Seller set forth in Sections 9.1, 9.2 and 9.15 hereof, as well as the right and ability of Buyer to enforce the same and/or to seek damages for its breach, shall survive the Closing (the “Extended Survival Period”). The representations and warranties of Seller set forth in Sections 9.3 through 9.14 hereof, as well as the right and ability of Buyer to enforce the same and/or to seek damages for their breach, shall survive the Closing for a period of one (1) year (the “Survival Period”).

Section 9.17 Definition of Knowledge. For purposes of this Article 9, references to the “best knowledge”, “best knowledge and belief” or “knowledge” of Seller and/or “actual knowledge of Seller” shall refer only to the conscious awareness of facts or other relevant information, without investigation or inquiry, of the Designated Representatives of Sellers, and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, director, agent, manager, member, representative or employee of Sellers, or to impose upon such Designated Representatives any duty to investigate any matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Representatives” shall individually and collectively refer to Daniel Sutherland, Vice President of Capital Transactions for DDR, and Ted Anderson, Senior Regional Property Manager for DDR.

Section 9.18 Seller’s Representations and Warranties. The continued accuracy in all material respects of the aforesaid representations and warranties is a condition precedent to Buyer’s obligation to close. If any of said representations and warranties are not correct in all material respects at the time the same is made or as of Closing and Seller had no knowledge of such inaccuracy when the representation or warranty was made (or when deemed remade at Closing) or if such warranty or representation becomes inaccurate on or prior to Closing other than by reason of Seller’s default hereunder, Buyer may, within five (5) Business Days upon

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being notified in writing by any Seller of such occurrence on or prior to Closing, but in all events no later than the Closing Date, either: (a) terminate this Agreement and Escrow pursuant to the provisions of Section 8.5(a) hereof; or (b) waive such matter and proceed to Closing, subject to the matters which caused the representations and warranties not to be true in all material respects and, in such a case, such representations and warranties shall be automatically modified to such extent and no Seller shall have any further obligations or liability in connection therewith either prior to or following Closing. If any of said representations and warranties are not correct in all material respects at the time the same is made or as of Closing, and Seller had knowledge of such inaccuracy when the representation or warranty was made, or, by its default hereunder caused the representation or warranty to be inaccurate when deemed remade at Closing, Buyer may, within five (5) Business Days upon being notified in writing by any Seller of such occurrence, but in all events no later than the Closing Date, either: (i) terminate this Agreement pursuant to the provisions of Section 8.6(a) (subject to Seller’s notice and cure rights thereunder); or (ii) waive the breach and proceed to Closing, subject to the matters which caused the representations and warranties not to be true in all material respects and, in such a case, such representations and warranties shall be automatically modified to such extent and no Seller shall have any further obligations or liability in connection therewith either prior to or following Closing. Without limiting the foregoing, Seller may, at any time prior to Closing, deliver to Buyer an updated Rent Roll and/or recertification, correction and/or update of any of Seller’s representations and warranties as set forth in Article 9 of this Agreement, together with copies of all documents, agreements, items or instruments relating thereto. Upon receipt of any such update, recertification and/or correction of Seller’s representations and warranties and related documents, agreements, items or instruments, Buyer shall have the rights set forth in this Section 9.18 hereof.

Notwithstanding anything to the contrary as contained in this Agreement, if Buyer proceeds to Closing with actual knowledge of any untruth, inaccuracy or breach of any warranty or representation as set forth in Article 9 of this Agreement, Buyer is deemed to have waived any claims with respect to each such warranty or representation.

Upon the Closing and subject to the terms and limitations set forth in this Agreement, each respective Seller shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any warranty or representation of such Seller under this Article 9; provided, however, that no Seller shall have any liability for the breach of any representation or warranty unless: (i) the valid claims for all such breaches are collectively more than One Hundred Thousand Dollars ($100,000.00), in the aggregate (the “Floor”); (ii) written notice containing a description of the specific nature of such breach shall have been given by Buyer to such Seller after the Closing Date and prior to the expiration of the Survival Period (or the Extended Survival Period, as applicable to the representations and warranties set forth in Sections 9.1, 9.2, and 9.15 hereof); and (iii) the maximum aggregate liability of each Seller as a result of the breach by such Seller of any representation or warranty of such Seller as set forth in this Article 9 shall not exceed one and one-half percent (1.5%) of the Purchase Price allocated to the Improved Parcel owned by such Seller as provided for in the Purchase Price Allocation, in the aggregate (the “Cap”). Notwithstanding the foregoing, the Floor and Cap limitations described in this Section 9.18 shall be subject to the following exclusions (collectively, the “Exclusions”):

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(a) The Floor and Cap shall not apply to, and the provisions of Section 9.18 above shall in no way limit Seller’s liability in connection with, any breach by Seller of the representations and warranties set forth in Sections 9.1, 9.2, and 9.15 hereof.

(b) [Reserved].

(c) [Reserved].

(d) [Reserved].

(e) [Reserved].

ARTICLE 10

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby makes the following representations and warranties, each of which representation and warranty is: (a) material and being relied upon by each Seller; and (b) true, complete and not misleading in all material respects as of the date hereof and as of the Closing.

Section 10.1 Organization, Power and Authority. Buyer is a limited partnership duly organized and validly existing under the laws of the State of Delaware. Buyer has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is a party, and to perform its obligations hereunder and thereunder and to effect the transactions contemplated hereby and thereby. All requisite corporate or other action has been taken to authorize and approve the execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party.

Section 10.2 Other Matters.

(a) The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Buyer’s organization documents; (b) violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Buyer is or may be bound or subject.

(b) None of the funds to be used for payment by Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the “USA Patriot Act”).

(c) Buyer is not, and will not become, a person or entity with whom U.S. persons are restricted from doing business with under the regulations of OFAC (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute,

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executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act, or other governmental action

Section 10.3 Buyer’s Release of Seller. Buyer, on behalf of itself, its affiliates and its successors and assigns, hereby releases, remises, acquits and forever discharges DDR, Sellers and their respective affiliates, successors and assigns (collectively, the “Released Parties”), from and against any and all claims, causes of actions, suits, legal or administrative orders or proceedings, demands, damages, punitive damages, losses, costs, liabilities and expenses, whether known or unknown, arising out of or in any way relating to the following: (a) the completeness or accuracy of any and all materials, data and information regarding the Property, including, without limitation, Seller’s Deliveries; (b) the physical condition of the Property, including, without limitation, any construction defects, errors, omissions and other conditions, latent or otherwise, affecting the Property or any portion thereof; (c) the existence or presence of any Hazardous Materials on, under or about the Property and/or the release or discharge of any Hazardous Materials from the Property (subject to DDR performing DDR’s obligations under Section 14 of this Agreement); (d) the violations of any applicable statutes or laws with regard to the Property, including any Environmental Laws (subject to DDR performing DDR’s obligations under Section 14 of this Agreement); and (e) any and all other matters regarding the Property, in each case whether existing prior to or after the Closing. Buyer hereby expressly waives any and all rights Buyer may have under Section 1542 of the California Civil Code, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

IN FURTHERANCE OF THE FOREGOING, BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE HAD, AS OF CLOSING, AN OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE STATUS OF TITLE TO THE PROPERTY AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND HAS NOT RELIED UPON ANY OTHER WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY SELLERS, OR ANY PARTNER OF SELLERS, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS WITH RESPECT TO THE PROPERTY, THE PHYSICAL CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT

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REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTY” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY, THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA, THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF, (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTY.

Buyer’s Initials:                     

Except as specifically set forth in this Agreement, Buyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from whomsoever made or

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given (including, but not limited to, any broker, attorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information.

Except as specifically set forth in this Agreement, including, but not limited to, all of the representations, warranties and covenants expressly made by each Seller in this Agreement, each Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (whether or not detectable by inspection), compliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property.

Notwithstanding the foregoing, the provisions of this Section 10.3 shall not apply to any claims or causes of action that may be asserted by Buyer against any Seller based upon an alleged breach of a representation or warranty by any Seller under Article 9 of this Agreement which is not otherwise waived or expired pursuant to the terms and conditions of this Agreement.

Section 10.4 Survival. The representations, warranties, covenants and agreements of Buyer set forth in this Article 10, as well as the right and the ability of Seller to enforce them and/or seek damages for their breach, shall survive the Closing.

ARTICLE 11

COSTS, EXPENSES AND PRORATIONS

Section 11.1 Costs and Expenses.

(a) Seller. Each respective Seller shall pay: (i) all recording costs and similar costs, fees and expenses payable in connection with the recordation of each Seller’s Deed and the transfer and conveyance of the Real Property; (ii) the base premium for each Title Policy, excluding any costs associated with extended coverage under any Title Policy or any endorsements thereto requested by Buyer; (iii) all of Escrow Agent’s reasonable fees and costs for the Escrow; (iv) Seller’s share of prorations; and (v) Seller’s attorneys’ fees.

(b) Buyer. Buyer shall pay: (i) all title costs associated with the Preliminary Title Reports, any title exam or binder fees, any extended coverage under any Title Policy, and any endorsements to any Title Policy requested by Buyer; (ii) Buyer’s share of prorations; (iii) the cost of the Updated Surveys; (iv) all costs and expenses in connection with Buyer’s financing, if any, including the filing of all documents necessary to complete such financing; (v) all costs incurred by Buyer in connection with its due diligence or other activities related to the Property; and (vi) Buyer’s attorneys’ fees.

Section 11.2 Prorations, Costs and Expenses.

(a) Prorations and Adjustments. The following adjustments and prorations shall be made as of 12:01 a.m. on the Closing Date (“Proration Date”), as though Buyer held title to the Property throughout the entire day in which the Closing occurs. Except as otherwise provided for in this Agreement to the contrary, such adjustments and prorations shall be made on

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the basis of: (i) a 365-day year with respect to Taxes as provided in Section 11.2(a)(iii) hereof; and/or (ii) the number of days in the calendar month in which the Closing Date occurs with respect to Revenues and Operating Expenses as provided in Sections 11.2(a)(i) and (ii), respectively, hereof, subject to the following provisions:

(i) Revenues. All rentals, receipts and other revenues (including, but not limited to, reimbursements for Property Expenses, common area maintenance, real and personal property taxes, insurance and other amounts that are reimbursable by the Tenants under the Leases and/or Temporary Occupants under the License Agreements, but excluding percentage rent, if applicable) (collectively, the “Revenues”), received by each Seller as of the Closing, but which are properly allocable to the period after the Proration Date, shall be credited to Buyer at the Closing. To the extent there are any Revenues owing to any Seller as of the Closing which relate to periods of time prior to the Proration Date, but which have not actually been collected by such Seller as of the Closing (including any such amounts that are not yet payable by such Tenants and are payable after Closing, including, without limitation, payments for Taxes) (“Delinquent Revenues”), Buyer shall not be obligated to pay to such Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by any Seller or Buyer subsequent to the Closing Date shall be applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to such Seller; provided, however, in the event that Buyer receives any Revenues that are expressly designated as payments or reimbursements for Taxes allocable (in whole or in part) to the period of time prior to the Proration Date, Buyer shall not be entitled to allocate any such payments for Taxes to any other delinquencies of such Tenants under the Leases before first paying to Sellers any allocated share of such Taxes that is owed to Sellers in full. Each Seller and Buyer hereby agree to promptly remit to the other the amount of any Revenues received and owing to each other pursuant to the provisions of this Section 11.2(a)(i). Notwithstanding any provision in this Section 11.2 to the contrary, each Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect (without eviction) the same from the Tenants, Temporary Occupants and/or third parties responsible for payment of such Delinquent Revenues. Subject to the terms contained herein and provided that Seller provides Buyer with the appropriate documentation, after Closing Buyer shall send invoices to the Tenants, Temporary Occupants and/or the third parties responsible for payment of any Delinquent Revenues not collected as of the Closing Date on such Seller’s behalf and shall tender the same to such Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein), provided Buyer shall have no further obligations with respect to the collection of such amounts from the Tenants, Temporary Occupants, and/or third parties responsible for payment.

(ii) Operating Expenses. All costs, fees and expenses (other than Taxes) relating to the operation, management and repair of the Property, excluding Leasing Commissions and Tenant Inducement Costs (collectively, the “Operating Expenses”), shall be prorated between each Seller and Buyer at the Closing as of the Proration Date. Sellers shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the Property.

(iii) Real Property Taxes.

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(1) All general and special real property taxes and assessments and personal property taxes (if any) (collectively, the “Taxes”), based on the regular tax bill for the current fiscal year (or, if such tax bill has not been issued as of the date of the Closing, the regular tax bill for the fiscal year preceding the current fiscal year) shall be prorated between each Seller and Buyer at the Closing as of the Proration Date. After receipt of a final bill for Taxes, Buyer shall promptly prepare and present to each Seller a calculation of the re-proration of such Taxes, based upon the actual amount of such Taxes charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to each Seller of Buyer’s calculation and appropriate back-up information. Buyer shall provide each Seller with appropriate backup materials related to the calculation.

(2) Without limiting the foregoing, any and all accrued and unpaid supplemental or special real property taxes or assessments that relate to any time period prior to the Proration Date shall be the responsibility of each Seller and, if not paid prior to or at Closing, shall be credited to the Buyer at Closing, and any and all supplemental or special real property taxes or assessments that relate to any time period on or after the Proration Date shall be the responsibility of Buyer and if paid by any Seller prior to or at Closing, shall be credited to such Seller at Closing. Without limiting the foregoing, in the event any supplemental or special real property taxes or assessments are levied prior to Closing, but are due and payable in one or more installments subsequent to the Closing, such supplemental or special real property taxes or assessments shall be allocated on a pro rata basis over the applicable payment period in question and prorated between Seller and Buyer as of the Proration Date.

(3) Notwithstanding any of the terms and conditions to the contrary contained in this Section 11.2(a)(iii), in the event any such Taxes are paid directly to the applicable taxing authorities by the Tenants set forth on Schedule “7.0” attached hereto and made a part hereof in accordance with such Tenant’s Leases, such Taxes shall be not prorated between any Seller or Buyer.

(4) Notwithstanding any of the terms and conditions to the contrary contained in this Section 11.2(a)(iii) or as otherwise contained in this Agreement, any real estate tax refunds or rebates which apply to periods before the Closing Date shall remain the property of each Seller, and each Seller shall have the right to file and pursue any appeals attributable to such Seller’s period of ownership of such Seller’s Improved Parcel, with respect to tax assessments for the Improved Parcel. If such Seller is successful in any such tax appeal related to the calendar year in which the Closing occurs, Buyer and such Seller shall share in the cost of any such appeal and rebates or refunds in the same proportion as the proration of Taxes set forth on the settlement statement executed by the parties at Closing. Such Seller will also calculate and apply to tenants’ accounts credits and charges where applicable. Seller will provide copies of this calculation, along with copies of the billings to Buyer, along with any balance due to Buyer. If Buyer is successful in any such tax appeal attributable to such Seller’s ownership period of the Improved Parcel, Buyer and such Seller shall share in the cost of any such appeal and rebates or refunds in the same proportion as the proration of Taxes set forth on the settlement statement executed by the parties at Closing. Buyer will also calculate and apply to tenants’ accounts credits and charges where applicable. Buyer will provide copies of this calculation, along with copies of the billings to such Seller, along with any balance due to such Seller. All

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prorations hereunder shall be made within thirty (30) days after presentment of invoices or receipt of amounts applicable to this Subsection.

(iv) Percentage Rent. Any percentage rent payable under each Lease and each License Agreement for the year in which the Closing occurs shall be prorated between each Seller and Buyer as of the Proration Date. Each of the Sellers and Buyer acknowledge that sufficient information to enable such Seller and Buyer to prorate percentage rent will not be available as of the Closing. Accordingly, the proration contemplated in this Section 11.2(a)(iv) shall be conducted subsequent to the Closing pursuant to Section 11.2(d) hereof.

(b) Property Expense Pass-Throughs. If the Leases require the Tenants to reimburse any Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes place, to reflect the actual Property Expenses incurred for the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions shall apply:

(i) As soon as reasonably practicable following the Closing, but in no event later than sixty (60) Calendar Days following Closing, each Seller shall be responsible for computing and comparing on a Tenant-by-Tenant basis and delivering to Buyer a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by such Seller with respect to the Reconciliation Period; and (B) the amount of Property Expenses actually received by such Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period.

(ii) By the later of sixty (60) Calendar Days following the expiration of the Reconciliation Period or thirty (30) Calendar Days following Buyer’s receipt of the statement from Seller provided for in Section 11.2(b)(i), Buyer shall compute the actual Property Expenses incurred and paid by such Seller and Buyer and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties to such Seller and/or Buyer with respect to such Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Buyer shall submit the same to such Seller for Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event such Seller fails to approve or disapprove of the Property Expense Reconciliation within ten (10) Business Days following the receipt of the same, such Property Expense Reconciliation shall be deemed approved by such Seller. Following the approval (or deemed approval) by such Seller of the Property Expense Reconciliation, Buyer shall forward the Property Expense Reconciliation to the applicable Tenants. Buyer shall have no duty or obligation to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation Period. To the extent Buyer or any Seller receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Buyer in the manner contemplated in Section 11.2(a)(i) hereof.

(iii) Following the completion of the Property Expense Reconciliation, if the Property Expenses incurred and paid by any Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually

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received by such Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Property Expense Reimbursement Shortfall”), Buyer shall pay to such Seller an amount equal to such Property Expense Reimbursement Shortfall to the extent that Buyer shall have collected and received such identifiable amounts from the Tenants and/or third parties under the Leases. If the reimbursed Property Expenses received by any Seller from the Tenants under the Leases with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by such Seller with respect to the Reconciliation Period (“Property Expense Reimbursement Surplus”), then such Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Buyer within ten (10) Business Days after such Seller’s receipt and approval (or deemed approval) of the Property Expense Reconciliation. Upon such Seller’s payment to Buyer of any such Property Expense Reimbursement Surplus, Buyer shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases.

(c) Each Seller and Buyer hereby agree to reasonably cooperate with each other in connection with any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period.

(d) Security Deposits; Leasing Commissions and Tenant Inducement Costs. All unpaid Leasing Commissions with respect to Leases entered into prior to the Effective Date, unpaid or unused Tenant Inducements Costs with respect to Leases entered into prior to the Effective Date, and unapplied Security Deposits under the Leases and License Agreements shall be credited to Buyer at the Closing, and Buyer shall thereafter be solely responsible for and shall indemnify, defend and hold Sellers harmless from any obligations and liabilities in connection therewith. From and after Closing, Buyer shall be responsible for maintaining as security deposits and other deposits the aggregate amount so credited to Buyer in accordance with all applicable laws, rules and regulations, and in accordance with the provisions of the Leases and License Agreements relevant thereto.

Notwithstanding the foregoing, for any Proposed New Lease entered into by Seller after the Effective Date pursuant to Section 5.1(c) hereof, provided such Proposed New Lease is approved in writing by Buyer pursuant to Section 5.1(c) hereof to the extent required thereunder (and therefore constitutes a New Lease or New License Agreement, as applicable), then except as Buyer and Sellers may otherwise agree in writing: (a) Buyer shall not be entitled to receive a credit at the Closing for any Leasing Commissions or Tenant Inducement Costs with respect to such New Lease or New License Agreement, as applicable; and (b) on the Closing, Buyer shall pay or reimburse Sellers for all out-of-pocket Leasing Commissions and Tenant Inducement Costs paid by any Seller with respect to such New Lease or New License Agreement, as applicable, as of the Closing; and (c) subsequent to the Closing, Buyer shall thereafter be responsible for all remaining Tenant Inducement Costs and Leasing Commissions with respect to such New Lease or New License Agreement, as applicable.

(e) Final Accounting. Each Seller and Buyer acknowledge and agree that, on the Closing Date, such Seller and Buyer may not have sufficient information to conduct and complete a final proration of all items subject to proration pursuant to this Section 11.2. Accordingly, each respective Seller and Buyer agree that, as soon as is reasonably practicable after the Closing Date, and in all events by no later than December 31, 2015, such Seller and

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Buyer shall make a final accounting of all items relating to the Property to be prorated between Seller and Buyer pursuant to this Section 11.2. In conjunction with the performance of such final accounting, following a request from any Seller, Buyer shall provide such Seller with copies of all monthly and other statements sent to the Tenants itemizing amounts owing under the Leases by the Tenants, including Taxes and any such percentage rent (together with copies of invoices, statements and other supporting documentation evidencing expenses incurred, how Revenues were received and applied, and all such other information as reasonably requested by Seller). In the event it is determined, pursuant to such final accounting, that any amounts have been paid to and received by a Seller and are due and owing by such Seller to Buyer, then such Seller shall cause such amounts to be paid to Buyer within ten (10) Calendar Days after such final accounting is completed. In the event it is determined, pursuant to such final accounting, that any amounts have been paid to and received by Buyer and are due and owing by Buyer to any Seller, then Buyer shall cause such amounts to be paid to such Seller within ten (10) Calendar Days after such final accounting is completed. Notwithstanding anything to the contrary as contained in this Agreement, the Floor, the Cap and the Increased Cap shall not apply to any amounts payable by any Seller pursuant to this Article 11 hereof, including, without limitation, any obligation of Seller with respect to the Property Expense Reconciliation.

Section 11.3 Survival. The provisions of this Article 11 shall survive the Closing.

ARTICLE 12

ACTIONS TO BE TAKEN AT THE CLOSING

Section 12.1 Actions by Escrow Agent. In connection with the Closing, Escrow Agent shall take the following actions:

(a) Recording. Escrow Agent shall cause the following documents to be recorded in the Official Records of each County in the State of Utah where the applicable Improved Parcel is located, in the order set forth below, and obtain a conformed copy thereof for distribution to Sellers and Buyer:

(i) Each Seller’s Deed.

(b) Title Policies. Escrow Agent shall direct Title Insurer to issue the Title Policies to Buyer.

(c) Distribution of Funds. On the Closing Date Escrow Agent shall disburse all funds deposited with Escrow Agent by Buyer in payment of the Purchase Price as follows:

(i) Deduct, pay and satisfy all items chargeable to the account of Sellers pursuant to Section 11.1 hereof.

(ii) Deduct, pay and satisfy all Monetary Obligations against the Improved Parcels, if any.

(iii) If, as a result of the prorations and credits pursuant to Article 11 hereof, amounts are to be credited or charged to the account of Sellers, credit or deduct the net amount of such charges.

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(iv) Disburse the remaining balance of the Purchase Price to Sellers promptly upon the Closing and on the Closing Date.

All disbursements by Escrow Agent shall be by wire transfer to the designated account of the receiving party or shall be by certified or cashier’s check of Escrow Agent, as may be directed by the receiving party.

(d) Distribution of Documents to Sellers. Disburse to Sellers: (i) counterpart originals of each of the non-recordable Transaction Documents; (ii) a conformed copy of each of the recordable Transaction Documents, including, without limitation, each Seller’s Deed; and (iii) any other documents deposited into Escrow by Sellers and Buyer as provided for herein.

(e) Distribution of Documents to Buyer. Disburse to Buyer: (i) counterpart originals of each of the non-recordable Transaction Documents; (ii) a conformed copy of each of the recordable Transaction Documents, including, without limitation, each Seller’s Deed; (iii) the original of each Seller’s Deed; and (iv) any other documents deposited into Escrow by Buyer and Sellers as provided for herein.

ARTICLE 13

BROKERS

Upon the Closing, and only in the event of the Closing, Sellers shall pay to Buyer’s Broker a commission through Escrow at the Closing pursuant to and in accordance with the separate agreement by and between Seller(s) (or DDR) and Buyer’s Broker (“Buyer’s Broker’s Commission”). Upon the Closing, and only in the event of the Closing, Sellers shall pay to Sellers’ Broker a commission through Escrow at the Closing pursuant to and in accordance with the separate agreement by and between Seller(s) (or DDR) and Sellers’ Broker (“Sellers’ Broker’s Commission”). Except as described in this Article 13, each Seller and Buyer hereby represent and warrant to each other that the warranting party has not entered into nor will such warranting party enter into any agreement, arrangement or understanding with any other person or entity which will result in the obligation of the other party to pay any finder’s fee, commission or similar payment in connection with the transactions contemplated by this Agreement. Each Seller and Buyer hereby agree to and shall indemnify, defend and hold harmless the other from and against any and all claims, costs, damages and/or liabilities arising from the breach of the foregoing representation by either any Seller or Buyer, as the case may be. The provisions of this Article 13 shall survive the Closing.

ARTICLE 14

ENVIRONMENTAL

Section 14.1 Fort Union Cleanup. Sellers and Buyer hereby acknowledge that, in connection with a former dry cleaner that operated at the Fort Union Parcel and certain prior environmental contamination relating thereto, on or about January 13, 2013 DDR entered into a Voluntary Cleanup Program Agreement with the Utah Department of Environmental Quality (the “Cleanup Agreement”). DDR shall endeavor to and use commercially efforts to cause the completion of the cleanup as provided for in the Cleanup Agreement and the issuance of a Certificate of Completion as provided for therein. The Parties agree to reasonably and in good

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faith cooperate in connection with the administration of and compliance with the Cleanup Agreement; provided, however, in no event shall Buyer be obligated to assume any of DDR’s obligations under the Cleanup Agreement or otherwise in connection with the environmental contamination, nor shall Buyer be obligated to incur any liability, costs or expenses in connection with the foregoing. In furtherance of the foregoing, Buyer shall provide DDR with reasonable access to the Fort Union Parcel following Closing to the extent necessary to cause the completion of the cleanup as provided for in the Cleanup Agreement and the issuance of a Certificate of Completion as provided for therein. In furtherance therewith, upon DDR’s request, Buyer shall designate an individual(s) for DDR to coordinate such access to the Fort Union Parcel following the Closing.

Section 14.2 Environmental Indemnification. In the event of the Closing, and only in the event of the Closing, DDR agrees to and shall indemnify, defend and hold harmless Buyer, its officers, directors, shareholders, partners, members, managers, agents, employees, affiliates, successors and assigns, together with all officers, directors, shareholders, partners, members, managers, agents, employees, affiliates, successors and assigns of the foregoing, from and against any and all Losses arising out of, or relating to, any claims, liabilities or obligations of such Seller under the Leases, whether accrued, absolute, contingent or otherwise, arising out of or relating to DDR’s obligations under the Cleanup Agreement and DDR’s activities on the Fort Union Parcel in connection therewith, provided, however, that under no circumstances shall the maximum aggregate liability of DDR exceed the Increased Cap for the Fort Union Parcel.

Section 14.3 Survival. This Section 14.1 shall survive Closing.

ARTICLE 15

INDEMNIFICATION

Section 15.1 Indemnification by Seller. In the event of the Closing, and only in the event of the Closing, and as limited solely to a period of two (2) years following the Closing Date (the “Indemnification Survival Period”), each Seller hereby agrees to and shall indemnify, defend and hold harmless Buyer, its officers, directors, shareholders, partners, members, managers, agents, employees, affiliates, successors and assigns, together with all officers, directors, shareholders, partners, members, managers, agents, employees, affiliates, successors and assigns of the foregoing (collectively, the “Indemnitees”), from and against any and all claims, demands, causes of action and other legal proceedings and from all liabilities, judgments, damages, losses, costs, fees and expenses (including reasonable attorneys’ fees, costs and expenses) (“Losses”) arising therefrom, arising out of, or relating to, any claims, liabilities or obligations of such Seller under the Leases, whether accrued, absolute, contingent or otherwise, arising out of or relating to any payments, reimbursements or other financial obligations with respect to such Seller’s previous ownership, management and/or operation of the Improved Parcel owned by Seller prior to the Closing. Notwithstanding anything to the contrary as contained in this Agreement, the Floor and Cap shall not apply to any Seller’s obligations pursuant to this Section 15.1, provided, however, that under no circumstances shall the maximum aggregate liability of each Seller under this Section 15.1 hereof exceed two percent (2%) of the Purchase Price allocated to the Improved Parcel owned by such Seller as provided for in the Purchase Price Allocation (the “Increased Cap”).

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Section 15.2 Indemnification by Buyer. In the event of the Closing, and only in the event of the Closing, Buyer hereby agrees to and shall indemnify, defend and hold harmless each Seller and each Seller’s Indemnitees from and against any and all Losses arising therefrom, arising out of, or relating to, any claims, liabilities or obligations of Buyer under the Leases, whether accrued, absolute, contingent or otherwise, arising out of or relating to any payments, reimbursements or other financial obligations with respect to Buyer’s ownership, management and/or operation of the Improved Parcel from and after the Closing.

Section 15.3 Survival. The provisions of this Article 15 shall survive the Closing.

ARTICLE 16

MISCELLANEOUS

Section 16.1 Assignment. No assignment of this Agreement or Buyer’s rights or obligations hereunder shall be made by Buyer without first having obtained Sellers’ written approval of any such assignment, which approval may be granted or withheld in the sole and absolute discretion of Sellers. Notwithstanding the foregoing, Buyer may assign this Agreement (or designate a nominee as provided herein) as to any of the following: (a) one or more affiliates of Buyer under common control as Buyer; or (b) to one or more limited partnerships, limited liability companies or corporations in which Buyer or one or more of its affiliates holds a controlling equity interest; or (c) with respect to the Taylorsville Property and/or the Orem Property and to be effective at (and not prior to) Closing, Buyer may designate a nominee to purchase, acquire and take title to the Taylorsville Property and/or Orem Property as of Closing, which nominee may be any other Person (affiliated or non-affiliated with Buyer) so long as such Person will be subject to and bound by all the terms and provisions contained herein as of Closing; in each case without the prior written consent of Sellers provided and on the condition that Buyer shall have given Sellers written notice of the assignment and the identity of the assignee or nominee at least seven (7) Business Days prior to Closing and such assignee or nominee assumes, effective as of the Closing, Buyer’s obligations hereunder by a written instrument of assumption in form and substance reasonably satisfactory to Sellers. Upon any such assignment or designation of any nominee, Buyer shall not be released from and shall remain liable for any and all liabilities and obligations under this Agreement.

Section 16.2 Notices. Any tender, delivery, notice, demand or other communication (“Notice”) required or permitted under this Agreement shall be in writing, and shall be personally delivered or sent by: (a) registered or certified mail, postage prepaid, return receipt requested; (b) by Federal Express or other comparable overnight delivery service; (c) to the extent the recipient is able to receive telefacsimile (as identified below), by telefacsimile machine capable of confirming transmission and receipt; or (d) by electronic mail, and, with respect to each method set forth above, shall be deemed delivered, given and received upon the earlier of: (i) if personally served, the date of delivery to the person to receive such notice; (ii) if given by telefacsimile, when sent, provided the telefacsimile machine confirms transmission and receipt; (iii) if sent by registered or certified mail, four (4) Business Days after the date of posting by the United States Postal Service; (iv) if sent by Federal Express or other comparable overnight delivery service, upon delivery as documented by the service’s delivery records; (v) if sent by electronic mail, when sent; or (vi) as of the date of attempted delivery of such Notice if: (A) such recipient Party refuses delivery of such Notice; or (B) such recipient Party is no longer

57

at such address, facsimile number or e-mail address, and such recipient Party failed to provide the sending Party with its current address, facsimile number or e-mail address pursuant to this Section 16.2, when delivered to the addresses specified herein, as follows:

(i) Sellers’ Address. If to Sellers, at the following address:

	[Applicable Seller(s)]
	c/o DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
	Attn: Daniel Sutherland
	E-mail: DSutherland@ddr.com
With a copy to:	[Applicable Seller(s)]
	c/o DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
	Attn: General Counsel
	E-mail: nmagence@ddr.com
And with a copy to:	Lee M. Korland, Esq.
	Benesch Friedlander Coplan & Aronoff LLP
	200 Public Square, Suite 2300
	Cleveland, Ohio 44114
	Telephone: (216) 363-4189
	Facsimile: (216) 363-4588
	Email: lkorland@beneschlaw.com

(ii)	Buyer’s Address. If to Buyer, at the following address:
	Excel Trust, L.P.
	Gateway Tower West
	15 West South Temple, Suite 900
	Salt Lake City, Utah 84101
	Attention: Mark T. Burton
	Telephone (801) 294-2400
	Facsimile (801) 294-7479
	E-mail:mb@exceltrust.com
	With a copy to:
	Excel Trust, L.P.
	17140 Bernardo Center Drive, Suite 300
	San Diego, California 92128
	Attention: S. Eric Ottesen, Esq.
	Telephone: (858) 613-1800

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Facsimile: (858) 487-9890

E-mail: eo@exceltrust.com

With a copy to:

Van A. Tengberg, Esq.

Kelly C. Spicher, Esq.

Foley & Lardner LLP

402 West Broadway, Suite 2100

San Diego, California 92101-3542

Telephone: (619) 685-6408

Facsimile: (619) 234-3510

E-mail: vtengberg@foley.com

kspicher@foley.com

The Parties and their respective counsel shall have the right to change their respective address and/or facsimile number or e-mail address for the purposes of this Section 16.2 by providing a Notice of such change in address, facsimile number and/or e-mail address as required under this Section 16.2. The Parties agree that the attorney for a Party listed above shall have the authority to deliver Notices on such Party’s behalf to the other Parties hereto.

Section 16.3 Entire Agreement. This Agreement, including the Exhibits and Schedules referred to herein, is intended to be and constitutes the entire contract between the Parties with respect to the subject matter covered by this Agreement. This Agreement supersedes all previous representations, arrangements, agreements and understandings by and among the Parties with respect to the subject matter covered by this Agreement including, without limitation, all prior letters of intent executed between Buyer and Sellers, and any such representations, arrangements, agreements and understandings are hereby canceled and terminated in all respects. No parole or extrinsic evidence of any kind and no course of dealing or usage of trade or course of performance shall be used to vary, contradict, supplement or add to the terms of this Agreement. All references in this Agreement to the “Agreement” shall mean this Agreement and all Exhibits and Schedules attached hereto or to be executed and delivered in connection herewith.

Section 16.4 Severability. If any provision of this Agreement, or any portion of any such provision, is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be carried into effect.

Section 16.5 Remedies. All rights and remedies of the Parties are separate and cumulative, and no one of them, whether exercised or not, shall be deemed to be to the exclusion of or to limit or prejudice any other legal or equitable rights or remedies which the Parties may have, except as otherwise expressly limited herein. Subject to the limitations or remedies imposed elsewhere in this Agreement, the Parties shall not be deemed to waive any of their rights or remedies thereunder, unless such waiver is in writing and signed by the party to be bound. No delay or omission on the part of either party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar or waiver of any right or remedy on any future occasion.

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Section 16.6 Headings. The headings contained in this Agreement are for convenience only and are not a part of this Agreement, and do not in any way interpret, limit or amplify the scope, extent or intent of this Agreement, or any of the provisions of this Agreement.

Section 16.7 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement.

Section 16.8 Attorneys’ Fees. In the event any litigation is instituted between the Parties arising out of or relating to this Agreement, the Party in whose favor judgment shall be entered shall be entitled to have and recover from the non-prevailing Party all costs and expenses (including reasonable attorneys’ fees and court costs) incurred in such action and any appeal therefrom.

Section 16.9 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and interpreted in accordance with the laws (other than that body of law relating to conflicts of law) of the State of Utah. The proper venue for any claims, causes of action or other proceedings concerning this Agreement shall be in the state and federal courts located in the County of Salt Lake, State of Utah. Each Party agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other jurisdiction or venue. Each of the Parties hereby submits to personal jurisdiction in the State of Utah for the enforcement of this Agreement and hereby waives: (a) any and all personal rights under the law of any state to object to jurisdiction with in the State of Utah for the purposes of any legal action or proceeding to enforce or interpret this Agreement, whether on grounds of inconvenient forum or otherwise; and (b) any bond, surety, or other security that might be required of any other Party with respect thereof.

Section 16.10 No Third Party Beneficiary. This Agreement creates rights and duties only between the Parties, and no third party is or shall be deemed to be or shall have any rights as a third party beneficiary.

Section 16.11 Binding Effect. Subject to Section 16.1 hereof, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns and legal and personal representatives.

Section 16.12 Time. Time is of the essence for the performance of each and every obligation hereunder. Any reference to any time in this Agreement shall be a reference to the current local time in Salt Lake City, Utah.

Section 16.13 Survivability. Except as otherwise provided in this Agreement and/or in the applicable Transaction Documents to the contrary, all of the covenants and obligations of the Parties in this Agreement and in the applicable Transaction Documents shall not survive the Closing.

Section 16.14 Seller’s 1031 Exchange. Buyer acknowledges that any Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. Without limiting the provisions of Section 16.1 hereof, in order to effect Seller’s Exchange, any Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the

60

Property owned by such Seller, to any exchange accommodator which Seller shall determine. As an accommodation to such Seller, Buyer agrees to cooperate with such Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:

(a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange;

(b) Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property and/or Seller’s Exchange;

(c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same;

(d) All representations, warranties, covenants and indemnification obligations of such Seller set forth in this Agreement shall not be affected or limited by such Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from such Seller for the benefit of Buyer;

(e) All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by such Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of such Seller; and

(f) Such Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange.

Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to any Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by such Seller. Each Seller hereby acknowledges and represents to Buyer that each Seller is relying solely and entirely upon the advice of such Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of any Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Section 16.15 Buyer’s 1031 Exchange. Sellers acknowledge that Buyer may be purchasing the Property as an upleg transaction as part of a tax deferred exchange (“Buyer’s Exchange”) pursuant to Section 1031 of the Code. Without limiting the provisions of Section 16.1 hereof, in order to effect Buyer’s Exchange, Buyer may assign its rights in, and delegate its duties under, this Agreement, as well as transfer the Property, to any exchange accommodator which Buyer shall determine. As an accommodation to Buyer, Sellers agrees to cooperate with

61

Buyer in connection with Buyer’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:

(a) Sellers shall have no obligation to take title to any property in connection with Buyer’s Exchange;

(b) Except as otherwise provided in this Agreement, Sellers shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property and/or Buyer’s Exchange;

(c) The Closing shall not be contingent or otherwise subject to the consummation of Buyer’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Buyer’s Exchange to effect the same;

(d) All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Buyer’s use of an exchange accommodator and shall survive Buyer’s Exchange and shall continue to inure directly from Buyer for the benefit of Sellers;

(e) All representations, warranties, covenants and indemnification obligations of each Seller set forth in this Agreement shall not be affected or limited by Buyer’s use of an exchange accommodator and shall survive Buyer’s Exchange and shall continue to inure directly from such Seller for the benefit of Buyer; and

(f) Buyer agrees to indemnify, protect, defend (with counsel reasonably acceptable to Sellers) and hold Sellers harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Sellers in connection with Buyer’s Exchange.

Sellers makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Buyer with respect to Buyer’s Exchange, or that such a transaction will qualify in any respect for such treatment and Sellers shall incur no liability if Buyer’s Exchange fails to qualify for the tax-deferred treatment intended by Buyer. Buyer hereby acknowledges and represents to Sellers that Buyer is relying solely and entirely upon the advice of Buyer’s own consultants with respect to any and all aspects of Buyer’s Exchange. In no event shall the obligation of Buyer under this Agreement be contingent upon this transaction being included as part of Buyer’s Exchange.

Section 16.16 Business Days. If the Closing Date or any other date described in this Agreement by which any Party hereto must give notice to the other Party hereto or perform or fulfill an obligation hereunder is a Calendar Day that is not a Business Day, then the Closing Date or such other date shall be automatically extended to the next succeeding Business Day.

Section 16.17 Joint Liability. Solely with respect to: (a) the representations and warranties of each Seller as set forth in Article 9 of this Agreement, subject to and limited by the Survival Period, the Floor and the Cap; (b) Seller’s indemnification obligations under Section 15.1 hereof, subject to and limited by the Indemnification Survival Period and the Increased Cap;

62

(c) all of such Seller’s obligations under this Agreement (but only to the extent and in the event that any Seller is not in compliance with the requirements of Section 5.2(a) hereof), subject to and limited by any applicable survival provisions and the limitations of liability applicable to such Seller pursuant to the terms and conditions of this Agreement; and (d) DDR’s obligations under Article 14 hereof, DDR (the “Joiner”) shall as of the Effective Date execute the Joiner’s Separate Undertaking attached hereto. DDR’s obligations shall in all cases be subject to the terms and conditions of this Agreement and solely with respect to DDR’s obligations pursuant to Section 16.17(a) through (c) above, shall be further limited by the Increased Cap and a survival period ending on December 31, 2016 (if any applicable survival provisions and the limitations of liability applicable to such Seller pursuant to the terms and conditions of this Agreement otherwise exceed the Increased Cap and/or extend beyond December 31, 2016).

Section 16.18 Construction. This Agreement shall not be construed more strictly against one Party than against any other Party merely by virtue of the fact that it may have been prepared primarily by counsel for one of the Parties, it being recognized that both Sellers and Buyer have contributed substantially and materially to the preparation of this Agreement.

Section 16.19 Successors and Assigns. This Agreement shall be binding upon the Parties hereto and their respective heirs and permitted successors and assigns, each of whom shall be entitled to enforce performance and observance of this Agreement, to the same extent as if such heirs, successors and assigns were parties hereto.

Section 16.20 Electronic Transmission of Signatures. In order to expedite the transaction contemplated herein, upon execution of this Agreement by each Party, a telecopied, telefacsimile and/or electronic transmission of each Party’s signatures may be delivered to the other Party (provided such Party is able to receive such transmission) and used in place of original signatures on this Agreement, with the same force and effect as if the countersigned originals of this Agreement had been delivered by each Party to the other Party. Sellers and Buyer acknowledge and agree that they intend to and shall each be bound by such signatures on the telecopied, telefacsimile and/or electronic transmission of this Agreement. Sellers and Buyer further acknowledge and agree that they are aware that each Party will rely on their respective signatures on the telecopied, telefacsimile and/or electronic transmission of this Agreement and hereby waive any and all defenses to the enforcement of the terms of this Agreement based on the form of signature.

Section 16.21 Further Assurances. Each Party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by any other Party to consummate the transaction contemplated by this Agreement.

Section 16.22 Amendments. This Agreement may not be amended, changed or modified except by a writing duly executed by all of the Parties hereto.

Section 16.23 Independent Advice of Counsel. Each Party represents and declares that in executing this Agreement, each of them have relied solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent and duration of their respective rights and claims, and that

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they have not been influenced to any extent whatsoever in executing the same by any representations or statements covering any matters made by the other Party hereto or by any person representing the other Party. Each Party further represents and warrants that: (a) before executing this Agreement, such Party had the opportunity to review this Agreement and has completely read and fully understands the provisions of this Agreement; and (b) has acted freely and under no duress, menace or undue influence in executing this Agreement.

Section 16.24 Survival. The provisions of this Article 16 shall survive the Closing.

Section 16.25 Confidentiality. Without the prior written consent of the other Parties, neither Sellers nor Buyer will disclose to any person, other than their legal counsel, employees, agents, consultants and brokers, as well as any Tenants, Temporary Occupants or a proposed lender, either the fact that this Agreement has been entered into or any of the terms, conditions or other facts with respect thereto, including the status thereof; except that, notwithstanding the foregoing: (a) any Party hereto may make such disclosure if compelled by court order or to comply with the requirements of any law, governmental order or regulation; and (b) Sellers and Buyer shall be entitled to disclose the existence of this Agreement prior to Closing (but not any specific material terms, conditions or other facts relating to this Agreement). Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer. Prior to Closing, no Seller nor Buyer will make any public disclosure or issue any press release pertaining to the existence of this Agreement, or to the proposed acquisition of the Property, except as expressly allowed pursuant to the terms of this Section 16.25 hereof. Following the Closing, the Parties agree to provide prior notice and a copy of any public disclosure prior to issuance and to reasonably cooperate with one another regarding the issuance of press releases relating to the transactions contemplated and then consummated as provided for herein (but none of the Parties hereto will use the name of any other Party hereto in such press release without such other Party’s prior written consent).

[remainder of page intentionally left blank; signatures to follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Mark E. Bratt
Print:	Mark E. Bratt
Title:	Executive Vice President & Chief Investment Officer
Date:	, 2014

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Mark E. Bratt
Print:	Mark E. Bratt
Title:	Executive Vice President & Chief Investment Officer
Date:	, 2014

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Mark E. Bratt
		Print:	Mark E. Bratt
		Title:	Executive Vice President & Chief Investment Officer
		Date:	, 2014

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Mark E. Bratt
Print:	Mark E. Bratt
Title:	Executive Vice President & Chief Investment Officer
Date:	, 2014

65

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Mark E. Bratt
			Print:	Mark E. Bratt
			Title:	Executive Vice President & Chief Investment Officer
			Date:	, 2014

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Mark E. Bratt
			Print:	Mark E. Bratt
			Title:	Executive Vice President & Chief Investment Officer
			Date:	, 2014

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Mark E. Bratt
	Print:	Mark E. Bratt
	Title:	Executive Vice President & Chief Investment Officer
	Date:	,  2014

66

BUYER:
EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation, its General Partner
	By:	/s/ Mark T. Burton
		Mark T. Burton
	Title:    Chief Investment Officer
	Date:	May         , 2014

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CONSENT OF ESCROW AGENT

The undersigned Escrow Agent hereby agrees to: (i) accept the foregoing Agreement; (ii) be Escrow Agent under said Agreement; (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended; and (iv) be bound by said Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing.

Dated: May         , 2014

FIRST AMERICAN TITLE INSURANCE COMPANY

By:

Title:

JOINER’S SEPARATE UNDERTAKING

Section 16.26 Pursuant to Section 16.17 of the foregoing Agreement, for value received, the undersigned, DDR CORP., an Ohio corporation, hereby joins in this Agreement solely for the purpose of (a) guaranteeing any and all liability of any respective Seller following Closing with respect to: (i) the representations and warranties of each Seller as set forth in Article 9 of this Agreement, subject to and limited by the Survival Period, the Floor and the Cap; (ii) Seller’s indemnification obligations under Section 15.1 hereof, subject to and limited by the Indemnification Survival Period and the Increased Cap; and (iii) all of such Seller’s obligations under this Agreement (but only to the extent and in the event that any Seller is not in compliance with the requirements of Section 5.2(a) hereof), subject to and limited by any applicable survival provisions and the limitations of liability applicable to such Seller pursuant to the terms and conditions of this Agreement; and (b) acknowledging DDR’s obligations and agreeing to be bound by the terms and conditions of Article 14 hereof, subject to the Increased Cap. Notwithstanding the foregoing, DDR’s obligations shall in all cases be subject to the terms and conditions of the Agreement and solely with respect to DDR’s obligations pursuant to subsection (a)(i) through (iii) above, shall be further limited by the Increased Cap and a survival period ending on December 31, 2016 (if any applicable survival provisions and the limitations of liability applicable to such Seller pursuant to the terms and conditions of this Agreement otherwise exceed the Increased Cap and/or extend beyond December 31, 2016).

DDR CORP., an Ohio corporation
By:	/s/ Mark E. Bratt
Print:	Mark E. Bratt
Title:	Executive Vice President & Chief Investment Officer

C-2

EXHIBITS “A-1” THROUGH “A-3”

LEGAL DESCRIPTION OF PARCELS

A-1-1

EXHIBITS “B-1” THROUGH “B-3”

DEPICTION OF PARCELS AND SHOPPING CENTER

B-1

EXHIBIT “C”

SELLER’S DEED

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

MAIL TAX STATEMENTS TO:

APN:

SPECIAL WARRANTY DEED

For valuable consideration, receipt of which is hereby acknowledged,                             , a                              (“Grantor”), hereby conveys to                             , a                              (“Grantee”), that certain real property and improvements thereon located in the City of                             , County of                             , State of                             , and more particularly described in Exhibit “A” attached hereto and incorporated herein by reference (“Property”), together with all of Grantor’s right, title and interest in and to: (a) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Property and/or the improvements thereon; (b) all water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Property, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Property and/or the improvements thereon; (c) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Property; (d) all minerals, oil, gas and other hydrocarbons located in, on or under the Property, together with all rights to surface or subsurface entry; and (e) all streets, roads, alleys or other public ways adjoining or serving the Property, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gorse, culverts and rights-of-way adjoining or serving the Property.

SUBJECT to the encumbrances, easements, covenants, conditions, restrictions and other matters listed on Exhibit “B,” attached hereto and incorporated herein by reference.

Grantor hereby binds itself and its successors to warrant and defend the title, as against all acts of Grantor herein and none other, subject to the matters above set forth.

C-1

IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed as of the          day of                     , 201        .

GRANTOR:

By:

Title:

C-2

STATE OF	)
	) SS:
COUNTY OF	)

BEFORE ME, a Notary Public in and for said County and State, appeared                             , a(n)                              by                             , its                             , who acknowledged that he/she did sign the foregoing instrument on behalf of said                              and that the same is his/her free act and deed both individually and as such officer and the free act and deed of said                             .

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at                             , this          day of                      201        .

Notary Public

My Commission Expires:

C-3

EXHIBIT “A”

TO SELLER’S DEED

LEGAL DESCRIPTION OF LAND

C-4

EXHIBIT “B”

TO SELLER’S DEED

PERMITTED TITLE EXCEPTIONS

C-5

EXHIBIT “D”

BILL OF SALE

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,                             , a                              (“Grantor”), hereby sells, conveys, transfers and releases to                             , a                              (“Grantee”), the Personal Property (as defined in the Purchase Agreement) in connection with the ownership, management and/or operation of the real property more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference.

This Bill of Sale is being entered into pursuant to and in accordance with that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated effective                             , 201        , as amended and assigned, by and between Grantor, as “Seller,” and Grantee, as “Buyer” (“Purchase Agreement”).

EXECUTED and to be made effective as of the date of the Closing, as said term is defined in the Purchase Agreement.

GRANTOR:
By:	EXHIBIT - DO NOT SIGN
Title:

D-1

EXHIBIT “A”

TO BILL OF SALE

LEGAL DESCRIPTION OF REAL PROPERTY

(see attached)

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EXHIBIT “E”

CERTIFICATE OF NON-FOREIGN STATUS

The undersigned, being duly sworn, hereby deposes, certifies and states on oath as follows:

1. That the undersigned,                                  (“Transferor”), is duly authorized to execute this Certificate and Affidavit;

2. That Transferor’s principal place of business is                             ;

3. That the Transferor is not a “foreign corporation,” “foreign partnership,” “foreign trust,” or “foreign estate,” as such terms are defined in the United States Internal Revenue Code of 1986, as amended (the “Code”), and Regulations promulgated thereunder, and is not otherwise a “foreign person,” as defined in Section 1445 of the Code;

4. That the Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Treasury Regulations.

5. That the Transferor’s United States taxpayer identification number is                             :

6. That the undersigned is making this Certificate and Affidavit pursuant to the provisions of Section 1445 of the Code in connection with the sale of the real property described on Exhibit “A,” attached hereto and incorporated herein by reference, by the Transferor to                              (“Transferee”), which sale constitutes the disposition by the Transferor of a United States real property interest, for the purposes of establishing that the Transferee is not required to withhold tax pursuant to Section 1445 of the Code in connection with such disposition; and

7. That the undersigned acknowledges that this Certificate and Affidavit may be disclosed to the Internal Revenue Service and other applicable governmental agencies by the Transferee, that this Certificate and Affidavit is made under penalty of perjury, and that any false statement made herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined the foregoing Certificate and Affidavit and I hereby certify that it is true, correct and complete.

TRANSFEROR:
By:	EXHIBIT – DO NOT SIGN
Title:

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STATE OF	)
	) SS:
COUNTY OF	)

BEFORE ME, a Notary Public in and for said County and State, appeared                             , a(n)                              by                             , its                             , who acknowledged that he/she did sign the foregoing instrument on behalf of said                              and that the same is his/her free act and deed both individually and as such officer and the free act and deed of said                             .

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at                             , this          day of                      201        .

Notary Public

My Commission Expires:

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EXHIBIT “A”

TO CERTIFICATE OF NON-FOREIGN STATUS

LEGAL DESCRIPTION OF REAL PROPERTY

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EXHIBIT “F”

ASSIGNMENT AND ASSUMPTION OF LEASES, LICENSE AGREEMENTS

AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES, LICENSE AGREEMENTS AND SECURITY DEPOSITS (“Assignment”), is made and dated for reference purposes as of the          day of                     , 201        , by and between                                  (“Assignor”), and                                  (“Assignee”), both of whom may be referred to herein as the “Parties” and each of whom may be referred to herein as a “Party.”

RECITALS

A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated                     , 201        , as amended and assigned (“Purchase Agreement”). Unless otherwise expressly defined herein, capitalized terms used herein without definition shall have the same meaning given to such terms in the Purchase Agreement.

B. This Assignment is being made pursuant to the Purchase Agreement for the purpose of memorializing the assignment by Assignor to Assignee of: (a) those Leases set forth on Exhibit “A” attached hereto; (b) the Security Deposits set forth on Exhibit “A” attached hereto and incorporated by reference; and (c) those License Agreements set forth on Exhibit “A” attached hereto and incorporated by reference; all with respect to that certain Improved Parcel more particularly described on Exhibit “B” attached hereto and incorporated by reference.

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

1. Assignment of Leases. Subject to the provisions of the Purchase Agreement, effective as of the Closing, Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts the assignment of, all of Assignor’s right, title and interest in and to all Leases, the Security Deposits and the License Agreements, and all of the right, title, estate, interest, benefits and privileges of the lessor or landlord or licensor thereunder, in each case to the extent accruing or relating to the time period on or after the Closing.

2. Assumption of Obligations. Subject to the provisions of the Purchase Agreement, by acceptance of this Assignment, effective as of the Closing, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon the lessor or landlord under the Leases accruing on or after the Closing or imposed upon the licensor under License Agreements accruing on or after the Closing.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto.

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4. Attorneys’ Fees. In the event of any legal action between Assignor and Assignee arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in such action and any appeal therefrom.

5. Governing Law. This Assignment shall be governed by the laws of the State of Utah.

6. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

7. Cooperation. Assignor hereby agrees to and shall execute and deliver to Assignee any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment.

8. Survival. The provisions of this Assignment shall survive indefinitely.

[Signature page to follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the date first above written.

ASSIGNOR:

EXHIBIT – DO NOT SIGN

By:

Title:

ASSIGNEE:

EXHIBIT – DO NOT SIGN

By:

Title:

[NOTARY BLOCKS TO BE INSERTED]

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EXHIBIT “A”

TO ASSIGNMENT AND ASSUMPTION

OF LEASES AND SECURITY DEPOSITS

LEASES; SECURITY DEPOSITS; LICENSE AGREEMENTS

[to be attached]

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EXHIBIT “B”

TO ASSIGNMENT AND ASSUMPTION

OF LEASES AND SECURITY DEPOSITS

LEGAL DESCRIPTION

[to be attached]

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EXHIBIT “G”

ASSIGNMENT OF PERMITS, ENTITLEMENTS

AND INTANGIBLE PROPERTY

THIS ASSIGNMENT OF PERMITS, ENTITLEMENTS AND INTANGIBLE PROPERTY (the “Assignment”) is dated for reference purposes as of ______________, 201__ and is entered into by _______________________________ (“Assignor”) in favor of ___________________________, a ____________________________ (“Assignee”).

RECITALS

A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated __________, 201___, as amended and assigned (“Purchase Agreement”). Unless otherwise expressly defined herein, capitalized terms used herein without definition shall have the same meaning given to such terms in the Purchase Agreement.

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

1. Assignment by Assignor. Effective as of the Closing and subject to the terms and provisions set forth in the Purchase Agreement, Assignor hereby transfers and assigns to Assignee, and Assignee hereby assumes from Assignor, to the extent transferable and/or assignable at no cost or expense to Assignor, all of Assignor’s right, title and interest in and to all Permits, Entitlements and Intangible Property.

2. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto.

3. Attorneys’ Fees. In the event of any legal action between Assignor and Assignee arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in such action and any appeal therefrom.

4. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable with, the laws of the State of Utah.

5. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

6. Cooperation. Assignor hereby agrees to and shall execute and deliver to Assignee any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment.

7. Survival. The provisions of this Assignment shall survive indefinitely.

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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first above written.

ASSIGNOR:

EXHIBIT – DO NOT SIGN

By:

Title:

ASSIGNEE:

EXHIBIT – DO NOT SIGN

By:

Title:

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EXHIBIT “H”

GENERAL PROVISIONS OF ESCROW

THESE GENERAL PROVISIONS OF ESCROW (“General Provisions”), are being entered into pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated _____________, 201___, by and between _____________________________, as the “Seller,” and ___________________________________, as the “Buyer,” as the same may be amended from time to time (“Purchase Agreement”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

THE PARTIES UNDERSTAND AND ACKNOWLEDGE:

1.        Deposit of Funds and Disbursements.    Unless directed in writing by Seller or Buyer, as applicable, to establish a separate, interest-bearing account together with all necessary taxpayer reporting information, all funds received by Escrow Agent shall be deposited in general escrow accounts in a federally insured financial institution (“Depositories”). All disbursements shall be made by Escrow Agent’s check or by wire transfer unless otherwise instructed in writing by the party to receive such disbursement. The Good Funds Law requires that Escrow Agent have confirmation of receipt of funds prior to disbursement.

2.        Disclosure of Possible Benefits to Escrow Agent.    As a result of Escrow Agent maintaining its general escrow accounts with the Depositories, Escrow Agent may receive certain financial benefits such as an array of bank services, accommodations, loans or other business transactions from the Depositories (“Collateral Benefits”). Notwithstanding the foregoing, the term Collateral Benefits shall not include any interest that accrues or is earned on the Deposit and in no event and under no circumstance shall Escrow Agent be entitled to receive and retain any interest that accrues or is earned on the Deposit. All Collateral Benefits shall accrue to the sole benefit of Escrow Agent and Escrow Agent shall have no obligation to account to the parties to this Escrow for the value of any such Collateral Benefits.

3.        Miscellaneous Fees.    Escrow Agent may incur certain additional costs on behalf of the parties for services performed by third party providers. The fees charged by Escrow Agent for such services shall not include a mark-up or premium over the direct cost of such services.

4.        Prorations and Adjustments.    All prorations and/or adjustments shall be made in accordance with the Purchase Agreement.

5.        Contingency Periods.    Escrow Agent shall not be responsible for monitoring contingency time periods between the Parties.

6.        Reports.    As an accommodation, Escrow Agent may agree to transmit orders for inspection, termite, disclosure and other reports if requested, in writing or orally, by the parties or their agents. Escrow Agent shall deliver copies of any such reports as directed. Escrow Agent is not responsible for reviewing such reports or advising the parties of the content of same.

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7.        Recordation of Documents.    Escrow Agent is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions of this Escrow and, to the extent that Escrow Agent is also the Title Company, to issue the Title Policy at Closing, subject to and in accordance with the Purchase Agreement or pursuant to separate written instructions to Escrow Agent executed by Seller.

8.        Conflicting Instructions and Disputes.    No notice, demand or change of instructions shall be of any effect in this Escrow unless given in writing by Seller and Buyer. In the event a demand for the Deposit and/or any other amounts in this Escrow is made which is not concurred with by Seller and Buyer, Escrow Agent, regardless of who made demand therefor, may elect to file a suit in interpleader and obtain an order from the court allowing Escrow Agent to deposit all funds and documents in court and have no further liability with respect thereto. If an action is brought involving this Escrow and/or Escrow Agent, Seller and Buyer agree to indemnify and hold Escrow Agent harmless against liabilities, damages and costs incurred by Escrow Agent (including reasonable attorney’s fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence, gross negligence or willful misconduct of Escrow Agent.

9.        Amendments to General Provisions.    Any amendment to these General Provisions must be mutually agreed to by Seller and Buyer and accepted by Escrow Agent. The Purchase Agreement and these General Provisions shall constitute the entire escrow agreement between the Escrow Agent and the parties hereto with respect to the subject matter of the Escrow.

10.      Copies of Documents; Authorization to Release.    Escrow Agent is authorized to rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies as if they were an originally executed document. If requested by Escrow Agent, the originals of such documents shall be delivered to Escrow Agent. Documents to be recorded MUST contain original signatures. Escrow Agent may furnish copies of any and all documents to the lender(s), real estate broker(s), attorney(s) and/or accountant(s) involved in this transaction upon their request.

11.      Execution in Counterpart.    These General Provisions and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute the same instruction.

12.      Tax Reporting, Withholding and Disclosure.    The Parties are advised to seek independent advice concerning the tax consequences of this transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Agent does not provide tax or legal advice and the parties agree to hold Escrow Agent harmless from any loss or damage that the parties may incur as a result of their failure to comply with federal and/or state tax laws. EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW, WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES AND ESCROW AGENT IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS ESCROW AGENT AGREES IN WRITING.

13.      Taxpayer Identification Number Reporting.    Federal law requires Escrow Agent to report Seller’s social security number and/or tax identification number, forwarding address,

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and the gross sales price to the Internal Revenue Service (“IRS”). Escrow cannot be closed nor any documents recorded until the information is provided and Seller certifies its accuracy to Escrow Agent.

14.      Purchase Agreement.    In the event of any conflict between the terms and conditions of the Purchase Agreement and the terms and conditions of these General Provisions, the terms and conditions of the Purchase Agreement shall govern.

15.      Notices.    All notices relating to these General Provisions shall be given in compliance with the Notice provisions set forth in the Purchase Agreement.

SELLER:

EXHIBIT – DO NOT SIGN

By:

Title:

Date: _____________, 201__

BUYER:

EXHIBIT – DO NOT SIGN

By:

Title:

Date: ______________, 201__

ESCROW AGENT:

EXHIBIT – DO NOT SIGN

By:

Title:

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EXHIBIT “I”

FORM OF TENANT ESTOPPEL CERTIFICATE

To:	Excel Trust, L.P., a Delaware limited partnership
	801 North 500 West, Suite 201
	West Bountiful, Utah 84010
To:	[Lender]
	[Landlord]
RE:	That certain lease agreement dated ____________, 201__, between ___________________________ (“Landlord”) or Landlord’s predecessor in interest and ____________________________________________________________ (“Tenant “) or Tenant’s predecessor in interest (collectively, with any amendment or modification thereto as set forth in Exhibit A, the “Lease”), whereby Tenant leased from Landlord space known as Unit #___________________ (the “Premises”), at property commonly known as ____________ which is located in the City of ____________, State of Utah (the “Property”).

Gentlemen:

Tenant acknowledges that Excel Trust, L.P., a Delaware limited partnership, or its nominee (“Buyer”) is reviewing the possible purchase of the Property from Landlord. Tenant further acknowledges that, in the event Buyer elects to purchase the Property, _________________ (“Lender”), is reviewing the possibility of providing financing to Buyer in connection with Buyer’s purchase of the Property. In connection therewith, Tenant hereby certifies, represents and warrants to Landlord, Buyer, and Lender, and their respective successors and assigns, as follows:

1.        The Lease constitutes the entire correct agreement between Landlord and Tenant with respect to the Premises and the Property, is in good standing full force and effect, and has not been amended, modified or assigned either orally or in writing, except as provided in Exhibit A of this Tenant Estoppel Certificate.

2.        Tenant’s net rentable square footage of Tenant’s Premises is equal to ___________ square feet.

3.        The term of the Lease commenced on _________, 201___, and will terminate on _________, 201__. Tenant has _________ renewal options of _______ years each.

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4.        The current monthly amount of base rent payable by the Tenant is equal to $_______. Base rent has been paid through ___________, 201_. No rent has been prepaid by more than thirty (30) days.

5.        Percentage Rent is due upon the dates as described in the Lease and is equal to ______% of Gross Sales in excess of $            .

6.        Tenant is responsible for paying its proportionate share of operating expenses, insurance, real estate taxes and other operating expenses as set forth in the Lease. These expenses and taxes are currently equal the amounts as set forth below:

CAM:	$
Real Estate Taxes:	$
Insurance:	$
Other:	$

Additional rent for operating expenses, insurance premiums, real estate taxes and other operating expenses has been paid through _______, 201_.

7.        Tenant has not deposited any monies or instruments to secure any of its agreements and obligations under the Lease and has not paid any advance rentals or other amounts, except as specified below: (write “NONE” if there is none) ___________

8.        There are no defaults of Landlord or Tenant under the Lease, and there are no existing circumstances which with the passage of time, or giving of notice, or both, would give rise to a default by Landlord or Tenant under the Lease. Landlord and Tenant are in full compliance with their obligations under the Lease.

9.        No breach or violation exists of any of the provisions of the Lease granting exclusive uses to Tenant, co-tenancies or prohibiting or restricting uses of other tenants.

10.      Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any, have been satisfactorily completed by Landlord, and Tenant has accepted the Premises and is occupying and operating in the Premises.

11.      Tenant has no charge, lien, claim of set-off, abatement or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, and covenants contained therein, and Tenant is not entitled to any concessions, rebates, allowances (including, without limitation, tenant improvement allowances, construction allowances or any other allowances), or other considerations for free or reduced rent.

12.      There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or

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pursuant to any other laws for relief of debtors contemplated or filed by Tenant or pending against Tenant.

13.      Tenant has not subleased all or any portion of the Premises or assigned any of its rights under the Lease, nor pledged any interest therein.

14.      Tenant does not have any options, rights of first refusal, rights of first offer, expansion rights or similar rights with respect to the Premises or the Property or any portion thereof.

15.      Tenant has never permitted or suffered the generation, treatment, use, storage, disposal or discharge of any hazardous, toxic or dangerous substance, waste or materials in, on or about the Premises or any adjacent property.

16.      Upon being notified of the closing of the above-referenced proposed purchase, sale and assignment, Tenant agrees to recognize Buyer as Landlord under the Lease and to send all rental payments and communications permitted or required under the Lease to such address as Landlord may, in writing, direct from time to time.

17.      If the Lease is guaranteed, the Guaranty is unmodified and in full force and effect. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by any Guarantor or pending against any Guarantor.

18.      The person(s) whose signature(s) appear(s) below is duly and fully authorized to execute this Tenant Estoppel Certificate and has knowledge of the facts and statements recited herein.

The certifications, representations and warranties herein made shall be binding upon Tenant, its heirs, legal representatives, successors and assigns, and shall inure to Landlord’s, Buyer’s and Lender’s benefit and to the benefit of Landlord’s, Buyer’s and Lender’s respective successors and assigns. Tenant acknowledges that Buyer may rely on this Tenant Estoppel Certificate in conjunction with its purchase and thereafter its ownership and operation of the Property. Tenant further acknowledges that Lender may rely on this Tenant Estoppel Certificate in conjunction with its financing of the purchase of the Property by Buyer.

IN WITNESS WHEREOF, the Tenant has executed and delivered this Tenant Estoppel Certificate this _______ day of ____________, 201___.

TENANT:

By

Title

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EXHIBIT “A”

TO FORM OF TENANT ESTOPPEL CERTIFICATE

(Lease Amendments and Modifications if any)

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EXHIBIT “J”

FORM OF LANDLORD ESTOPPEL CERTIFICATE

To:	Excel Trust, L.P., a Delaware limited partnership
	801 North 500 West, Suite 201
	West Bountiful, Utah 84010
To:	[Lender]
RE:	That certain lease agreement dated ____________, 201__, between ___________________________ (“Landlord”) or Landlord’s predecessor in interest and __________________________ (“Tenant”) or Tenant’s predecessor in interest (collectively, with any amendment or modification thereto as set forth in Exhibit A, the “Lease”), whereby Tenant leased from Landlord space known as Unit #___________________ (the “Premises”), at property commonly known as which is located in the City of ____________, State of Utah (the “Property”).

Gentlemen:

Landlord hereby certifies to Buyer as set forth below. This Landlord Estoppel Certificate is being executed and delivered by Landlord to Buyer pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated _____________, 201__, by and between Landlord, as the Seller, and Buyer, as the same may be amended from time to time (“Purchase Agreement”), and shall be subject in all respects to the terms and provisions contained therein. Capitalized terms used in this Landlord Estoppel Certificate without definition shall have the meanings ascribed to such terms in the Purchase Agreement.

1.        The Lease constitutes the entire correct agreement between Landlord and Tenant with respect to the Premises and the Property, is in good standing full force and effect, and has not been amended, modified or assigned either orally or in writing, except as provided in Exhibit A of this Landlord Estoppel Certificate and except with respect to any assignment or sublet completed by Tenant without Landlord’s knowledge which does not release the Tenant or modify Tenant’s obligations to Landlord under the Lease.

2.        The current term of the Lease will terminate on _________, 201__. Tenant has _________ renewal options of _________ years each.

3.        The current monthly amount of base rent payable by the Tenant is equal to $            . Base rent has been paid through _____________, 201___. No rent has been prepaid, except as expressly set forth in the Lease or as specified below (write “NONE” if there is none): _________________________________________________.

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4.        Percentage Rent is due upon the dates as described in the Lease and is equal to ___% of Gross Sales in excess of $_______.

5.        Tenant [is] [is not] (as applicable) responsible for paying its proportionate share of operating expenses, insurance and real estate taxes owed regarding the Property, in accordance with the Lease, which amounts, if applicable, have been paid through _____________, 201___.

6.        Tenant has not deposited any monies or instruments to secure any of its agreements and obligations under the Lease and has not paid any advance rentals or other amounts, except as expressly set forth in the Lease or as specified below (write “NONE” if there is none): _________________________________________________.

7.        To Landlord’s actual knowledge, there are no defaults of Landlord or Tenant under the Lease, except as specified below (write “NONE” if there is none): _________________________________________________.

8.        To Landlord’s actual knowledge, Tenant is not entitled to any concessions, rebates, allowances (including, without limitation, tenant improvement allowances, construction allowances or any other allowances), or other considerations for free or reduced rent, except as expressly set forth in the Lease or as specified below (write “NONE” if there is none): _________________________________________________.

9.        Landlord has received no written notice and is not aware of any voluntary or involuntary proceedings in bankruptcy or pursuant to any other similar laws for relief of debtors filed by Tenant or pending against Tenant, except as specified below (write “NONE” if there is none): _________________________________________________.

10.      Tenant does not have any options, rights of first refusal, rights of first offer, expansion rights or similar rights with respect to the Premises or the Property or any portion thereof, except as set forth in the Lease.

11.      If the Lease is guaranteed, to Landlord’s actual knowledge the Guaranty is unmodified and in full force and effect.

12.      The person(s) whose signature(s) appear(s) below is duly and fully authorized to execute this Landlord Estoppel Certificate and has knowledge of the facts and statements recited herein.

The certifications, representations and warranties herein made shall be binding upon Landlord, its heirs, legal representatives, successors and assigns, and shall inure to Buyer’s and Lender’s benefit and to the benefit of Buyer’s and Lender’s respective successors and assigns. Landlord acknowledges that Buyer may rely on this Landlord Estoppel Certificate in conjunction with its purchase and thereafter its ownership and operation of the Property. Landlord further acknowledges that Lender may rely on this Landlord Estoppel Certificate in conjunction with its financing of the purchase of the Property by Buyer.

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This Landlord Estoppel Certificate is made with knowledge by the undersigned that reliance is being made upon this Certificate. This Landlord Estoppel Certificate shall become null and void and terminate in its entirety having no further force or effect upon Landlord providing to Buyer and Lender a Tenant Estoppel Certificate executed by the Tenant in form and content as required by the Purchase Agreement, whichever is sooner.

IN WITNESS WHEREOF, Landlord has executed and delivered this Landlord Estoppel Certificate this _____ day of _______, 201__.

LANDLORD:

__________________________, a

____________________________

By

Print

Title

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EXHIBIT “K”

[RESERVED]

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EXHIBIT “L”

[RESERVED]

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EXHIBIT “M”

FORM OF SELLER’S AFFIDAVIT

STATE OF OHIO	)
	)  SS.
COUNTY OF CUYAHOGA	)

The undersigned, __________________, a(n) __________________ (referred to herein as “Owner”), being duly sworn according to law, deposes and states that:

1.        Reference is hereby made to the real property located in City of ____________, County of _______________, State of ______________ commonly known as ____________________ and which is more particularly described in Exhibit A to _______________ Title Insurance Company (the “Title Company”) Commitment No. _________________ (the “Property”). This Affidavit is being executed by ________________, the _________________ of Owner.

2.        Owner is authorized to execute this affidavit and has the ability to execute all instruments necessary to convey the Property pursuant to authority under the applicable organizational and governance documents of Owner.

3.        Owner is in good standing in its state of formation.

4.        To Owner’s actual knowledge, without investigation or inquiry, there are no unrecorded documents affecting title to the Property entered into by Owner and no other person or entity that has a legal or equitable right to the Property, in each case other than (a) any matters contained in the real property records of the county in which the Property is located, (b) any matters set forth in the leases or other occupancy agreements with the parties identified on the Rent Roll for the Property dated __________, which has been disclosed to the Title Company, and (c)_________________ [list any other unrecorded documents].

5.        To Owner’s actual knowledge, without investigation or inquiry, Owner has received no actual, written notice of any taxes and/or special assessments affecting the Property other than those shown on the title commitment and as disclosed in the tax assessor’s records.

6.        To Owner’s actual knowledge, without investigation or inquiry, there are no unpaid bills or claims for labor or services performed or materials furnished or delivered during the last three (3) months for alterations, repair, work, or new construction on the Property by Owner that have not been paid in full other than _____________.

7.        To Owner’s actual knowledge, without investigation or inquiry, no proceeding in bankruptcy has been instituted within the past three (3) years by or against Owner, nor has Owner made any assignment for the benefit of creditors within the past three (3) years.

8.        To Owner’s actual knowledge, without investigation or inquiry, there is no action or proceeding asserted against Owner relating to the Property in any state or federal court in the United States, nor are there any state or federal judgments or any federal liens of any kind or nature whatsoever which now constitutes a lien or charge upon the Property.

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9.        This affidavit is given to induce the Title Company to issue that certain title policy in favor of ___________________, pursuant to its Commitment No. __________________, with full knowledge that it will be relying upon the accuracy of same.

Deponent:

___________________________,

a(n) _________________________

By:__________________________

Printed Name: _________________

Title: ________________________

Date: __________________, 201__

Sworn to and subscribed before me this _______, day of ________________, 201__.

Notary Public My Commission Expires:
	(NOTARIAL SEAL)

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EXHIBIT “N”

FORM OF TENANT NOTICE LETTER

(Landlord)

c/o DDR Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

____________ ___, 201__

«Tenant2»

«Company»

«Address1»

«Address2»

«City», «State» «PostalCode»

«Attn»

Re: Notice to Tenants of ____________________________________(the “Premises”); «TradeDBA_Name»

Dear Tenant:

Please be advised that on (date of sale) , 201 (the “Effective Date”), the Premises was conveyed and the landlord’s interest in your lease (the “Lease”) was assigned by __________________ (the “Landlord”) to ____________________________________ (the “Purchaser”). The purpose of this letter is to inform you of the acquisition and to facilitate ongoing communication.

In connection with such sale, Landlord as seller, has assigned and transferred its interest in your lease to Purchaser, and Purchaser has assumed and agreed to perform all of Landlord’s obligations under the Lease. Accordingly, (i) all of your obligations as tenant under the lease from and after Effective Date (including, but not limited to, your obligations to pay rent) shall be performable to and for the benefit of Purchaser, its successors and assigns, and (ii) all of the obligations of the landlord under the lease from and after Effective Date shall be binding obligations of Purchaser, and its successors and assigns, and Landlord shall have no further obligations under the lease.

Until otherwise directed by Purchaser, communications with Purchaser with respect to the following matters should be directed as follows:

I.        Rent.    All rents, additional rents and other charges under the lease for periods from and after Effective Date are to be made payable to Purchaser at the following address:

Attention:  

All rental payments and other monies due under your Lease for periods prior to Effective Date, should be made payable to (Landlord) and mailed to: (Landlord), c/o DDR Corp., 3300 Enterprise Parkway, Beachwood, Ohio 44122.

N-1

II.        Notices. All notices and other communications to the landlord under your Lease shall be delivered to Purchaser at the following address:

Attention:  

III.        Personnel. If you have specific questions, please feel free to contact any of the following persons:

The contact person with respect to operational matters is:
	Phone: ___________________
	E-mail: ____________________
The contact person for leasing is:
	Phone: ___________________
	E-mail: ____________________
The contact for accounting is:	Phone: ___________________
	E-mail: ____________________

Please amend the insurance policies, which you are required to maintain under, your lease to delete Landlord as an additional insured thereunder and to include Purchaser as an additional insured thereon.

We appreciate your patience and cooperation during this transition.

SELLER:	PURCHASER:
By:	By:
Name:	Name:
Title:	Title:

M-2

SCHEDULE “1.0”

LIST OF SELLER’S DELIVERIES

[TO BE ATTACHED]

Schedule  -1

SCHEDULE “2.0”

RENT ROLL

[To be attached]

Schedule -1

SCHEDULE “3.0”

PURCHASE PRICE ALLOCATION

	Parcel/Improved Parcel	Allocable Share of Purchase Price for each Improved Parcel
1.	The Family Center at Fort Union		$131,860,259.00
2.	The Family Center at Taylorsville		$75,730,750.00
3.	The Family Center at Orem		$18,040,991.00
			$225,632,000.00
For purposes of Section 4.1(d) of the Purchase Agreement:
4.	The  Chase Parcel		$1,250,000.00

Schedule - 1

SCHEDULE “4.0”

PERMITTED TITLE MATTERS TO BE RECORDED

Schedule - 1

SCHEDULE “5.0”

SCHEDULE OF LEASES

Schedule - 1

SCHEDULE “6.0”

SCHEDULE OF LICENSE AGREEMENTS

Schedule - 1

SCHEDULE “7.0”

LIST OF DIRECT TAX PAYING TENANTS

Schedule - 1

SCHEDULE “8.0”

QUALIFIERS TO SELLER’S REPRESENTATIONS AND WARRANTIES

Schedule - 1

SCHEDULE “9.0”

LIST OF TENANTS AT TAYLORSVILLE PARCEL SUBJECT TO BANKRUPTCY CONDITION

Shopko

FYE

Sports Authority

Jo-Ann

24 Hour Fitness

Bed Bath

Ross

Petsmart

Guitar Center

Old Spaghetti Factory

Famous Footwear

Dollar Tree

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “First Amendment”), is effective as of the 13^th day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this First Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Investigation Period. The first sentence of Section 4.1 of the Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

“During the time period commencing upon the Effective Date of this Agreement, and terminating at 11:59 p.m. on August 15, 2014 (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1, subject to the terms and limitations set forth in this Agreement.”

2. Full Force and Effect. Except as expressly provided in this First Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

3. Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns.

1

4. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

2

IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

3

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

4

BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

5

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Second Amendment”), is effective as of the 15^th day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Second Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment” and together with the Original Purchase Agreement, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Investigation Period. The first sentence of Section 4.1 of the Original Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

“During the time period commencing upon the Effective Date of this Agreement, and terminating at 7:00 p.m. on August 18, 2014 (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1, subject to the terms and limitations set forth in this Agreement.”

2. Full Force and Effect. Except as expressly provided in this Second Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

1

3. Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns.

4. Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

2

IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

3

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

4

BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

5

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Third Amendment”), is effective as of the 18^th day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Third Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”) and as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment” and together with the Original Purchase Agreement and First Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Investigation Period. The first sentence of Section 4.1 of the Original Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

“During the time period commencing upon the Effective Date of this Agreement, and terminating at 3:00 p.m. on August 19, 2014 (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1, subject to the terms and limitations set forth in this Agreement.”

1

2. Full Force and Effect. Except as expressly provided in this Third Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

3. Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns.

4. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

2

IN WITNESS WHEREOF, the Parties have executed this Third Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

3

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

4

BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

5

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fourth Amendment”), is effective as of the 19^th day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fourth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), and as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment” and together with the Original Purchase Agreement, the First Amendment and the Second Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Investigation Period. The first sentence of Section 4.1 of the Original Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

“During the time period commencing upon the Effective Date of this Agreement, and terminating at 3:00 p.m. on August 21, 2014 (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without

1

limitation, the matters described in this Section 4.1, subject to the terms and limitations set forth in this Agreement.”

2. Full Force and Effect. Except as expressly provided in this Fourth Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

3. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns.

4. Counterparts. This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

2

IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

3

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

4

BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

5

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21^st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Investigation Period. The first sentence of Section 4.1 of the Original Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

“During the time period commencing upon the Effective Date of this Agreement, and terminating at 3:00 p.m. on August 22, 2014 (the “Investigation Period”), Buyer shall have the right to conduct

1

and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1, subject to the terms and limitations set forth in this Agreement.”

2. Full Force and Effect. Except as expressly provided in this Fifth Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

3. Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns.

4. Counterparts. This Fifth Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

2

IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

3

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

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BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

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SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Sixth Amendment”), is effective as of the 22^nd day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Sixth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”), and as further amended by that certain Fifth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 21, 2014 (the “Fifth Amendment”, and together with the Original Purchase Agreement, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Buyer’s Election Not to Terminate. Buyer’s execution and delivery of this Sixth Amendment as of the Amendment Effective Date shall be deemed as the delivery by Buyer of Buyer’s Election Not to Terminate in accordance with Section 4.3 of the Original Purchase

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Agreement and is hereby deemed as being timely delivered prior to the expiration of the Investigation Period.

2. Objection Notice and Cure Election Notice.

a. The Parties hereby acknowledge that Buyer delivered a prior Objection Notice to Sellers with respect to certain Objection Matters, and Sellers delivered a Cure Election Notice to Buyer (the “Original Seller Response Letter”) with respect to such Objection Matters. Pursuant to subsequent discussions between the Parties, Sellers have agreed to cure certain of Buyer’s Objection Matters in accordance with the manner of cure prescribed on Schedule 1 attached hereto (collectively, the “Sellers’ Cure Obligations”). Accordingly, the Original Seller Response Letter is hereby deemed retracted, rescinded and nullified and shall be of no force and effect (except for any updates of Sellers’ representations and warranties as contained in such Original Seller Response Letter pursuant to Section 9.18 of the Original Purchase Agreement which remain valid and in effect), and all references in the Purchase Agreement to Sellers’ Cure Election Notice shall be deemed to refer to Schedule 1 attached hereto, and all references in the Purchase Agreement to the Objection Matters that Sellers have elected to cure by the Cure Deadline shall be deemed to refer to Sellers’ Cure Obligations set forth thereon. Subject to such terms and provisions otherwise set forth in this Sixth Amendment, and subject to Sellers’ satisfaction of all of Sellers’ Cure Obligations to Buyer’s reasonable satisfaction on or before the Cure Deadline, Buyer acknowledges and agrees that Buyer has: (i) accepted Sellers’ Cure Obligations; (ii) elected to continue the Purchase Agreement in effect without modification (except as amended by this Sixth Amendment) pursuant to the provisions of Section 4.3 of the Original Purchase Agreement; and (iii) elected to purchase the Property subject to and in accordance with the terms and conditions of the Purchase Agreement (as amended hereby), and expressly subject to the other Objection Matters that are not included as part of Sellers’ Cure Obligations (and which other Objection Matters Sellers have elected or are deemed to have elected not to cure).

b. Notwithstanding any provision to the contrary set forth in Section 5.1(h)(ii) of the Original Purchase Agreement, with respect to those Leases for which Seller has agreed to revise the form of Tenant Estoppel Certificate as part of Seller’s Cure Obligations, Buyer acknowledges that in the event the applicable Tenant strikes out the additional language to be added to such Tenant Estoppel Certificate being requested from the Tenant, Buyer shall not have the right to disapprove such Tenant Estoppel Certificate based on such deletion.

c. Notwithstanding any provision to the contrary set forth in Section 5.1(h)(ii) of the Original Purchase Agreement, Section 5.1(h)(ii) of the Original Purchase Agreement is hereby deemed modified such that the following phrase is deleted in each of the two (2) instances it appears in such Section 5.1(h)(ii): “and such matter was not previously disclosed to Buyer: (1) in writing prior to the date that is five (5) Business Days prior to the expiration of the Investigation Period; (2) [reserved]; or (3) in any written notice delivered by Seller to Buyer pursuant to Section 9.18 relating to any modification to Seller’s representations and warranties.” The foregoing deletion shall

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only apply as to any Objection Matters affirmatively raised as a default by Tenants in the Tenant Estoppel Certificates that are delivered to Buyer in accordance with Section 5.1(h) of the Original Purchase Agreement.

d. Notwithstanding anything to the contrary as contained herein or in the Purchase Agreement, under no circumstances shall the delivery by any Tenants of an executed Tenant Estoppel Certificate containing such language as shall be requested from such Tenants based upon the revised form of Tenant Estoppel Certificate provided for with respect to Seller’s Cure Obligations be deemed a condition or contingency to Closing or otherwise give rise by itself to any termination right in favor of Buyer under the Purchase Agreement, and Buyer’s approval or disapproval of any delivered Tenant Estoppel Certificate from such Tenants shall be governed solely in accordance with the terms and provisions of the Original Purchase Agreement, as amended by this Sixth Amendment.

3. Closing.

a. Section 8.4 of the Original Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

“8.4 Closing. The closing of the transaction contemplated by this Agreement (“Closing”) shall take place at the offices of Escrow Agent, or at such other location as may be mutually agreed upon in writing by Sellers and Buyer, by no later than 2:00 p.m. on September 29, 2014 (the “Closing Date”), subject to extension as provided for in Sections 5.1(h) and 5.1(j).”

b. Notwithstanding anything to the contrary as contained in the Purchase Agreement, under no circumstances shall Buyer have any right to extend the Closing or the Closing Date beyond 2:00 p.m. on September 30, 2014, and any and all such extension rights in favor of Buyer with respect to the Closing, including, without limitation, as set forth in the third (3^rd) sentence Section 5.1(h)(ii) of the Original Purchase Agreement and as set forth in the first (1^st) sentence of Section 8.6(b) of the Original Purchase Agreement, are hereby deemed modified to the extent necessary such that Buyer shall have no right to extend the Closing or the Closing Date beyond 2:00 p.m. on September 30, 2014.

c. In the event that the Closing has not occurred by 2:00 p.m. on September 30, 2014, and if Sellers have not otherwise agreed to extend the Closing in accordance with any extension right of Sellers under the Purchase Agreement, then Sellers shall be entitled, but not required, to terminate the Purchase Agreement upon written notice to Buyer, in which event, unless Sellers or Buyer are otherwise in default of the Purchase Agreement in accordance with Section 8.6 of the Original Purchase Agreement (pursuant to which the respective Parties shall be entitled to exercise such Parties’ rights and remedies in connection therewith), the Purchase Agreement shall then be deemed terminated (other than those provisions which expressly provide that they survive any

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termination of the Purchase Agreement) and Escrow Agent shall cause the Deposit to be paid to Buyer.

d. Notwithstanding anything to the contrary as contained in the Purchase Agreement, the Estoppel Delivery Deadline shall be September 24, 2014.

4. Purchase Price Credit. Notwithstanding anything to the contrary as contained in the Purchase Agreement, Buyer’s Objection Notice, or Sellers’ Cure Election Notice, Buyer and Sellers hereby acknowledge and agree that, in connection with certain matters relating to the condition of the Property and leasing matters at the Property, Sellers have agreed to provide Buyer an aggregate credit against the Purchase Price at Closing in the amount of Two Million Three Hundred Sixteen Thousand and 00/100 Dollars ($2,316,000.00). Accordingly, all references to the “Purchase Price” in the Purchase Agreement shall be deemed to refer to the sum of Two Hundred Twenty-Three Million Three Hundred Sixteen Thousand and 00/100 Dollars ($223,316,000.00), and all references to the “Purchase Price Allocation” shall be deemed to refer to the following allocation of the Purchase Price: (i) with respect to the Fort Union Improved Parcel, One Hundred Thirty-One Million Four Hundred Seventy-One Thousand One Hundred Nine and 00/100 Dollars ($131,471,109.00); (ii) with respect to the Orem Improved Parcel, Sixteen Million Nine Hundred Sixty Thousand Three Hundred Forty One and 00/100 Dollars ($16,960,341.00); and (iii) with respect to the Taylorsville Improved Parcel, and 00/100 Dollars ($74,884,550.00).

5. Guitar Center. Notwithstanding anything to the contrary in the Purchase Agreement, Sellers and Buyer hereby acknowledge and agree that with respect to that certain Lease with Guitar Center relating to certain space leased by Guitar Center at the Taylorsville Property (the “Guitar Center Lease”): (i) Hermes Limited, as landlord under such Lease, shall from and after Closing promptly and with due diligence complete, in a good and workmanlike manner and in accordance with all applicable laws, all required landlord work currently required as of the Amendment Effective Date to be completed by the landlord thereunder (consisting of the demolition of Guitar Center’s previously occupied building now being vacated and replacing such building with parking areas) in accordance with the Guitar Center Lease (collectively, the “Work Obligations”), which Work Obligations were previously commenced by Hermes Limited and shall be completed at the sole cost and expense of Hermes Limited within the time period therefore under the Guitar Center Lease; and (ii) Hermes Limited shall be responsible for and shall pay, either prior to or after Closing, or reimburse Buyer after the Closing, as applicable, as and when due or applied, all Leasing Commissions and Tenant Inducement Costs relating to such Guitar Center Lease and the Lease with Pet Smart (but only with respect to the rental reduction, to the extent such reduction applies and only until such reduction no longer applies based upon the completion of the Work Obligations and regardless of whether such reduction is shown on the Rent Roll) and otherwise currently provided for as of the Amendment Effective Date, and notwithstanding the provisions of Section 11.2(d) of the Original Purchase Agreement or any other provisions of the Original Purchase Agreement, Buyer shall not be entitled to and shall not receive a credit for any such amounts at Closing. Buyer agrees to reasonably and in good faith cooperate with Hermes Limited in connection the completion of such Work Obligations by Hermes Limited, provided that Buyer shall not be required to incur any costs or liability in connection with the foregoing. Following Closing, Hermes Limited (or its contractors) shall carry commercial general liability insurance covering all activities conducted

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by or on behalf of Hermes Limited on the Taylorsville Property with reasonable limits and with a carrier reasonably acceptable to Buyer (provided Hermes Limited’s existing carrier with respect to such insurance shall be deemed reasonably acceptable). Such insurance shall name Buyer as an additional insured. Following Closing and prior to any entry onto the Taylorsville Property by Hermes Limited or its agents or representatives, and as a condition to Hermes Limited’s right to enter onto the Taylorsville Property, Hermes Limited shall provide proof of such insurance to Buyer. Subject to the foregoing, upon reasonable advance notice, Buyer agrees to provide Hermes Limited with reasonable access to the Taylorsville Parcel following Closing to the extent necessary to cause the completion of such Work Obligations. Buyer shall designate an individual(s) for Hermes Limited to coordinate such access to the Taylorsville Parcel following the Closing. Upon completion of the Work Obligations, Hermes Limited shall notify Buyer in writing. Upon completion of the Work Obligations, Hermes Limited shall promptly deliver or cause to be delivered to Buyer: (1) unconditional lien waivers and releases from the general contractor and subcontractors performing the work in connection with the Work Obligations; and (2) such other documentation as reasonably requested by Buyer in connection with the completion of the Work Obligations and the Tenant’s acceptance of the improvements relating to the Work Obligations, but only to the extent Guitar Center is otherwise required to provide any such documentation as may be set forth in the Guitar Center Lease. Hermes Limited shall promptly assign or cause to be assigned, to the extent assignable and at no cost to Hermes Limited, all warranties, if any, relating to the Work Obligations. In the event that Hermes Limited fails to promptly and with due diligence complete the Work Obligations following Closing as provided for herein, then, following written notice from Buyer to Hermes Limited as to Hermes Limited’s failure and as to Buyer’s intent to complete the Work Obligations, and if such failure is not reasonably addressed and/or remedied by Hermes Limited within thirty (30) days following Hermes Limited’s receipt of written notice thereof, in such event Buyer may then elect to proceed in completing the Work Obligations and all costs, fees and expenses incurred in connection with completing the Work Obligations shall be borne by and shall be the responsibility of Hermes Limited. The provisions of this Section 5 shall survive the Closing.

6. Chase ROFR.

a. In connection with Section 4.1(d) of the Original Purchase Agreement with respect to the Right of First Refusal for the Chase Parcel, Sellers represent that DDR Fort Union sent an offer letter to Chase Bank on July 11, 2014, a copy of which was provided to Buyer, and Sellers have not received any response from Chase Bank to such letter. Notwithstanding anything to the contrary as contained in Section 4.1(d) of the Original Purchase Agreement, Buyer hereby acknowledges that the Right of First Refusal with respect to the Chase Parcel at the Fort Union Property is deemed waived by Chase Bank based upon Chase Bank’s failure to timely exercise the Right of First Refusal. Accordingly, the Chase Parcel shall not be excluded from the Property subject to the Purchase Agreement.

b. Notwithstanding anything to the contrary as contained herein or in the Purchase Agreement, Sellers and Buyer acknowledge: (i) the existence of that certain right of first refusal that is set forth in the Lease with Chase Bank with respect to the Taylorsville Property (the “Chase Bank Lease”) and that is applicable to the building of which Chase Bank’s leased premises are a part (the “Taylorsville Chase Building”); (ii)

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that Hermes Limited delivered that certain notice letter dated August 18, 2014 to Chase Bank (the “Taylorsville Offer Letter”), pursuant to which Chase Bank may elect to acquire the Taylorsville Chase Building in accordance with such tenant’s Lease and in accordance with the Taylorsville Offer Letter; and (iii) that in the event Chase Bank timely elects to acquire the Taylorsville Chase Building, the Taylorsville Chase Building may be excluded from the Property to be conveyed to Buyer pursuant to the Purchase Agreement, subject to and in accordance with the terms and conditions set forth herein. In the event Chase Bank timely elects to acquire the Taylorsville Chase Building pursuant to the Taylorsville Offer Letter and such Taylorsville Chase Building is legally subdivided from the larger parcel of which it is a part, then the respective Seller shall be entitled to sell the Taylorsville Chase Building to Chase Bank for a purchase price equal to Four Million Four Hundred Ninety-One Thousand Five Hundred Ninety-Two and 00/100 Dollars ($4,491,592.00) (the “Taylorsville Offer Price”) and upon the other terms and conditions more particularly set forth in the Taylorsville Offer Letter, in which event: (A) the Purchase Agreement shall be deemed further modified to the extent required to remove such Taylorsville Chase Building from the Property subject to the Purchase Agreement; (B) the Purchase Price shall be reduced in the amount of the Taylorsville Offer Price; and (C) the Purchase Agreement shall otherwise remain unmodified and in full force and effect.

7. Taylorsville Supplemental Environmental Testing.

a. The Taylorsville Seller hereby acknowledges that Buyer is seeking to commission a subsurface investigation with respect to certain limited additional environmental testing at the Taylorsville Property (the “Taylorsville Supplemental Testing”) in accordance with that certain revised Proposal for Subsurface Investigation issued to TriGate Acquisitions II, LLC by ADR Environmental Group, Inc. dated August 21, 2014, a copy of which was delivered to Sellers by Buyer’s legal counsel on August 21, 2014, and in accordance with the approximate boring locations set forth on that certain Proposed Boring Location Site Plan also delivered to Sellers by Buyer’s legal counsel on August 21, 2014 (collectively, the “Scope of Work”). The Taylorsville Seller hereby approves of Buyer conducting the Taylorsville Supplemental Testing strictly in accordance with the Scope of Work and at such time or times as shall be reasonably approved in advance by the Taylorsville Seller so as to reasonably minimize any disruptions with respect to the use and occupancy of the Taylorsville Property by the Tenants thereon.

b. The Taylorsville Supplemental Testing shall be conducted at Buyer’s sole cost and expense and shall be subject in all respects to the terms and provisions of the Purchase Agreement, including, without limitation, any and all repair, indemnity, insurance and confidentiality obligations of Buyer as set forth therein. Buyer expressly acknowledges and agrees that the Taylorsville Supplemental Testing, the results thereof, and any information, reports or documentation relating thereto shall be kept strictly confidential by Buyer in accordance with the Purchase Agreement, including, without limitation, the provisions set forth in Section 4.1(c) of the Original Purchase Agreement, which obligation shall survive any termination of the Purchase Agreement.

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c. Buyer shall have until the earlier of: (i) three (3) business days after Buyer’s receipt of verbal results of the Taylorsville Supplemental Testing, or (ii) 3:00 p.m. on September 9, 2014 (the earlier of (i) or (ii) herein being defined as the “Testing Deadline”), in which to provide written notice to Sellers that the results of the Taylorsville Supplemental Testing are either acceptable or not acceptable to Buyer or Buyer’s lender in Buyer’s or such lender’s commercially reasonable discretion, and following Buyer’s receipt of the Taylorsville Supplemental Testing report, Buyer shall deliver to Sellers a copy of the Taylorsville Supplemental Testing report(s) if so requested by Sellers. Notwithstanding the foregoing, in the event that Buyer has not received the Taylorsville Supplemental Testing results by September 9, 2014, Buyer shall be entitled to terminate this Agreement pursuant to the provisions of this Section 7(c). Notwithstanding the foregoing or anything to the contrary as contained in this Sixth Amendment, under no circumstances shall any Seller have any obligations or liabilities to Buyer with respect to such Taylorsville Supplemental Testing and the results thereof, nor shall any Seller be required to cure any matters associated with such Taylorsville Supplemental Testing and the results thereof pursuant to the terms of the Purchase Agreement. If the results of the Taylorsville Supplemental Testing are not acceptable to Buyer or Buyer’s lender in Buyer’s or such lender’s commercially reasonable discretion, then Buyer may terminate the Purchase Agreement by written notice given to Sellers on or before the Testing Deadline, in which event the Purchase Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of the Purchase Agreement) and Escrow Agent shall immediately cause the Deposit to be paid to Buyer without the need of any further written authorization or consent from Sellers. Sellers and Buyer shall execute such cancellation instructions as may be reasonably necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne by Buyer.

d. If Buyer fails to terminate the Purchase Agreement prior to the Testing Deadline as permitted herein, Buyer (and Buyer’s lender) shall be deemed to have approved the results of the Taylorsville Supplemental Testing, to have waived the contingency relating to the Taylorsville Supplemental Testing, and to have elected to proceed with the purchase of the Property subject to and in accordance with the terms and conditions of the Purchase Agreement.

e. For the avoidance of doubt, Sellers and Buyer hereby again expressly acknowledge and agree that Buyer has no right to purchase, and Sellers have no obligation to sell, less than all of the Property (subject only to the terms of Section 6(b) of this Sixth Amendment), it being the express agreement and understanding of Buyer and Sellers that Sellers have agreed to sell, and Buyer has agreed to purchase, all of the Property and each of the Improved Parcels subject to the Purchase Agreement, including, without limitation, the Fort Union Property, the Orem Property, and the Taylorsville Property, subject to and in accordance with the terms and conditions of the Purchase Agreement as amended hereby, including, without limitation, Section 16.1 of the Original Purchase Agreement.

8. [RESERVED].

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9. Buyer’s Release of Seller. The last paragraph of Section 10.3 of the Original Purchase Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“Notwithstanding the foregoing or any provision to the contrary set forth in this Agreement, the provisions of this Section 10.3 shall not apply to claims or causes of action that may be asserted by Buyer against any Seller or DDR based upon an alleged breach of: (i) any indemnity obligations set forth in this Agreement which have not expired pursuant to the express terms and conditions of this Agreement, or any other any indemnity obligations of DDR in favor of Buyer which have not expired pursuant to the express terms and conditions thereof; (ii) a representation or warranty by any Seller under Article 9 of this Agreement which is not otherwise waived or expired pursuant to the express terms and conditions of this Agreement; (iii) a covenant of any Seller or DDR that survives the Closing which is not otherwise waived or expired pursuant to the express terms and conditions of this Agreement, or any other any covenant of DDR in favor of Buyer which has not expired pursuant to the express terms and conditions thereof; and (iv) any claim or cause of action relating to certain environmental conditions which existed or originated prior to the Closing Date (whether first manifesting or being discovered before or after the Closing Date) in the vicinity of the former on-site dry cleaner at the Fort Union Property, which conditions have been, are being, or will be investigated, sampled, analyzed, addressed, and/or remediated as part of, or in conjunction with, the Cleanup Agreement, and which conditions relate to the following chemicals and contaminants listed on Schedule “A” attached hereto.”

In connection with the foregoing, the Schedule “A” attached hereto shall be deemed added as new Schedule “A” to the Original Purchase Agreement.

10. Environmental. Section 14.3 of the Original Purchase Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“14.3 Environmental Covenants. DDR shall use commercially reasonable efforts to cause the Utah Department of Environmental Quality (“DEQ”) to provide Buyer with a liability release (following issuance of a Certificate of Completion) substantially similar to that liability release afforded to DDR at such time as DDR is issued a Certificate of Completion as provided for in the Cleanup Agreement. Subject to the foregoing, DDR shall not otherwise amend, modify or terminate the Cleanup Agreement without first obtaining Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. DDR and Buyer acknowledge and agree that: (i) DDR

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shall promptly deliver to Buyer copies of any correspondence, documents, test results or other written communications submitted to DEQ or received from DEQ by DDR with respect to DDR’s cleanup obligations under the Cleanup Agreement and the procurement of a Certificate of Completion, provided such obligation as it applies to email correspondence and communications shall be limited to material correspondence and communications (excluding from such materiality standard any attachments thereto); (ii) Buyer and Buyer’s members, managers, officers, directors, employees, affiliates, agents, consultants, advisors, successors and assigns shall be precluded from participating in any meetings (in person or by telephone or teleconference) with DEQ with respect to the matters covered by the Cleanup Agreement and the procurement of a Certificate of Completion; (iii) DDR shall keep Buyer reasonably informed with respect to the status of obtaining a Certificate of Completion and the substance of all discussions with DEQ, and DDR agrees to reasonably cooperate with any reasonable requests of Buyer as to matters relating to the Cleanup Agreement that Buyer reasonably believes should be discussed with DEQ; (iv) Buyer and Buyer’s members, managers, officers, directors, employees, affiliates, agents, consultants, advisors, successors and assigns shall have no right to contact, and shall refrain from contacting, DEQ or any other governmental authorities with respect to the matters covered by the Cleanup Agreement and the procurement of a Certificate of Completion; provided, however, to the extent DEQ first initiates contact with Buyer then Buyer shall promptly notify DDR and, prior to responding to DEQ, DDR and Buyer agree to reasonably cooperate in good faith in determining the proper manner for responding and in terms of coordinating a reasonable response by DDR to such contact; (v) to the extent required by any governmental agency and prior to the procurement of a Certificate of Completion, DDR shall be obligated to remediate the Environmental Conditions in accordance with all laws and regulations; and (vi) in connection with the Cleanup Agreement and the procurement of a Certificate of Completion, DDR has complied and shall continue to comply with all applicable laws and regulations relating to the disclosure of test results, or any other information relating to the Environmental Conditions, to regulatory agencies, the Tenants and any other persons or entities to which the applicable Sellers and DDR have a legal obligation to disclose such information.”

11. Survival of Environmental Obligations. The following language is hereby added as a new Section 14.4 to the Original Purchase Agreement.

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“14.4 Survival. Notwithstanding any provision to the contrary set forth in this Agreement, the provisions of this Article 14 shall survive the Closing indefinitely.”

12. References. All references to the “Purchase Agreement” or “Agreement” in the Purchase Agreement and in this Sixth Amendment shall be deemed to refer to the Purchase Agreement, as amended by this Sixth Amendment.

13. Full Force and Effect. Except as expressly provided in this Sixth Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

14. Successors and Assigns. This Sixth Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns.

15. Counterparts. This Sixth Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

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IN WITNESS WHEREOF, the Parties have executed this Sixth Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

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HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

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BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

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JOINDER

DDR CORP., an Ohio corporation, hereby joins in this Sixth Amendment solely for the purpose of: (i) acknowledging the terms and provisions contained herein and DDR’s obligations under this Sixth Amendment; (ii) [reserved]; and (iii) guaranteeing any and all liability of Hermes Limited with respect to all of such Seller’s obligations under Section 5 of this Sixth Amendment.

DDR CORP., an Ohio corporation
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

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Schedule 1

Sellers’ Cure Obligations

Family Center at Fort Union, Midvale, UT

Title:

In connection with Buyer’s Objection Matters relating to the Title Insurer’s Commitment No. NCS-670466-A-SF, dated effective May 19, 2014, Sellers have agreed to the following:

1. Schedule B – Section 1.

Cure: The respective Sellers shall comply with those Schedule B, Section 1 items applicable to and relating to such Sellers, subject to and in accordance with the Purchase Agreement, and to the extent such requirements are customary and are reasonably required by the Title Insurer.

2. Schedule B – Section 2.

a. Exceptions 1 through 7 (Standard Exception).

Cure: The respective Sellers will deliver the deed, and the other Seller closing deliveries in accordance with the Purchase Agreement, as well as a signed Owner’s Affidavit in the form agreed upon with Title Insurer.

b. Exception 9.

Cure: Taxes shall be paid, prorated and otherwise handled in accordance with the Purchase Agreement.

c. Exception 28.

Cure: Sellers shall reasonably cooperate with Buyer, at no cost or expense to Sellers and prior to Closing, in attempting to secure the release of this easement from the beneficiary thereof; provided, however, the foregoing shall not be deemed a condition or contingency to Closing or otherwise give rise to any termination right in favor of Buyer under the Purchase Agreement.

d. Exception 42.

Cure: Sellers shall use commercially reasonable efforts, at no cost or expense to Sellers and prior to Closing, in order to obtain the consent of the City of Midvale, in recordable form, to the assignment of such rights arising under this instrument to Buyer

at Closing; provided, however, the foregoing shall not be deemed a condition or contingency to Closing or otherwise give rise to any termination right in favor of Buyer under the Purchase Agreement.

e. Exceptions 65.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

f. Exception 90.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

g. Exceptions 110.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

h. Exception 123.

Cure: Sellers shall cause Title Insurer to delete and/or affirmatively insure over such exception with respect to any Preliminary Notices in Buyer’s Title Policy to be issued at Closing.

Family Center at Orem, Orem, UT

Title:

In connection with Buyer’s Objection Matters relating to the Title Insurer’s Commitment No. NCS-670466-B-SF, dated effective May 15, 2014, Sellers have agreed to the following:

Schedule B—Section 1

Cure: The respective Sellers shall comply with those Schedule B, Section 1 items applicable to and relating to such Sellers, subject to and in accordance with the Purchase Agreement, and to the extent such requirements are customary and are reasonably required by the Title Insurer.

Schedule B – Section 2

Cure: The respective Sellers will deliver the deed, and the other Seller closing deliveries in accordance with the Purchase Agreement, as well as a signed Owner’s Affidavit in the form agreed upon with Title Insurer.

Exception 16. Easement and Operation Agreement

1. Section 1.03.

Cure: Sellers will give the notice required by Section 1.03 of the Agreement in accordance with the terms thereof.

2. Section 11.02. (f).

Cure: Sellers shall promptly request an estoppel certificate from the other parties to the Agreement certifying that the Sellers are not in default in the performance of their obligations under this Agreement; provided, however, the foregoing shall not be deemed a condition or contingency to Closing or otherwise give rise to any termination right in favor of Buyer under the Purchase Agreement.

Exception 17.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

Exception 19.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

Exception 20.

Cure: Sellers shall deliver to Title Insurer a signed Owner’s Affidavit which confirms a current Rent Roll (and the absence of such Lease) in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

Exception 24.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

Exception 25.

Cure: Sellers shall deliver to Title Insurer a signed Owner’s Affidavit which confirms a current Rent Roll (and the absence of such Lease) in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

Exception 26.

Cure: Sellers shall cause Title Insurer to delete and/or affirmatively insure over such exception with respect to any Preliminary Notices in Buyer’s Title Policy to be issued at Closing.

Family Center at Midvalley, Taylorsville, UT

Title:

In connection with Buyer’s Objection Matters relating to the Title Insurer’s Commitment No. NCS-670466-C-SF, amended June 20, 2014, Sellers have agreed to the following:

1. Schedule B – Section 1.

Cure: The respective Sellers shall comply with those Schedule B, Section 1 items applicable to and relating to such Sellers, subject to and in accordance with the Purchase Agreement, and to the extent such requirements are customary and are reasonably required by the Title Insurer.

2. Schedule B – Section 2.

2.1 Exceptions 1 through 7 (Standard Exception).

Cure: The respective Sellers will deliver the deed, and the other Seller closing deliveries in accordance with the Purchase Agreement, as well as a signed Owner’s Affidavit in the form agreed upon with Title Insurer.

2.2 Exception 8.

Cure: Taxes and monetary liens shall be paid, prorated and otherwise handled in accordance with the Purchase Agreement.

2.3 Exception 9.

Cure: Taxes shall be paid, prorated and otherwise handled in accordance with the Purchase Agreement.

2.4 Exception 16.

Cure: Sellers shall reasonably cooperate with Buyer, at no cost or expense to Sellers and prior to Closing, in securing the release of this easement from the beneficiary thereof; provided, however, the foregoing shall not be deemed a condition or contingency to Closing or otherwise give rise to any termination right in favor of Buyer under the Purchase Agreement.

2.5 Exception 96.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.6 Exception 97.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.7 Exception 98.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.8 Exception 99.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.9 Exception 105.

Cure: Sellers shall deliver to Title Insurer a signed Owner’s Affidavit which confirms a current Rent Roll (and the absence of such Lease) in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.10 Exception 106.

Cure: Sellers shall deliver to Title Insurer a signed Owner’s Affidavit which confirms a current Rent Roll (and the absence of such Lease) in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.11 Exception 109.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.12 Exception 114.

Cure: Sellers shall deliver to Title Insurer an original signed and notarized Termination Affidavit relative to such Lease in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.13 Exceptions 124 through 126.

Cure: Sellers shall deliver to Title Insurer a signed Owner’s Affidavit which confirms a current Rent Roll in the form agreed upon with Title Insurer to enable Title Insurer to delete this exception.

2.14 Exception 129.

Cure: Sellers shall cause Title Insurer to delete and/or affirmative insure over such exception with respect to any Preliminary Notices in Buyer’s Title Policy to be issued at Closing.

Leasing Matters:

1. With respect to the Fort Union Property and Buyer’s Objection Notice:

a. Cure: In connection with the Lease with Office Max, Fort Union Sellers shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 10 of the form Tenant Estoppel Certificate:

“Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any have been satisfactorily completed by Landlord. Tenant has accepted the Premises and the current configuration of the parking areas, means of ingress and egress and other common areas serving the Premises and is occupying and operating in the Premises.”

2. With respect to the Orem Property and Buyer’s Objection Notice:

a. Cure: In connection with the Lease with Jo-Ann Fabrics, Orem Sellers shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 11 of the form Tenant Estoppel Certificate:

“Tenant has no charge, lien, claim of set-off, abatement or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, and covenants contained therein, Tenant has no right to terminate the Lease and Tenant is not entitled to any concessions, rebates, allowances (including, without limitation, tenant improvement allowances, construction allowances or any other allowances), or other considerations for free rent or reduced rent.”

b. Cure: In connection with the Lease with Babies R’ Us, Orem Sellers shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 10 of the form Tenant Estoppel Certificate:

“Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any have been satisfactorily completed by Landlord. Tenant has accepted the Premises and the current configuration of the parking areas, means of ingress and egress and other common areas serving the Premises and is occupying and operating in the Premises.”

3. With respect to the Taylorsville Property and Buyer’s Objection Notice:

a. Cure: In connection with the Lease with Applebee’s, Taylorsville Seller shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 10 of the form Tenant Estoppel Certificate:

“Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any have been satisfactorily completed by Landlord. Tenant has accepted the Premises and the current configuration of the parking areas, means of ingress and egress and other common areas serving the Premises and is occupying and operating in the Premises.”

b. Cure: In connection with the Lease with Bed, Bath & Beyond, Taylorsville Seller shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 9 and Section 10, respectively, of the form Tenant Estoppel Certificate:

“No breach or violation exists of any of the provisions of the Lease granting exclusive uses to Tenant, co-tenancies or prohibiting or restricting uses of other tenants and Tenant accepts all of the current uses of other tenants of the Property.” (§9)

“Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any have been satisfactorily completed by Landlord. Tenant has accepted the Premises and the current configuration of the parking areas, means of ingress and egress and other common areas serving the Premises and is occupying and operating in the Premises.” (§10)

c. Cure: In connection with the Lease with Carl’s Jr, Taylorsville Sellers shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 10 of the form Tenant Estoppel Certificate:

“Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any have been satisfactorily completed by Landlord. Tenant has accepted the Premises and the current configuration of the parking

areas, means of ingress and egress and other common areas serving the Premises and is occupying and operating in the Premises.”

d. Cure: In connection with the Lease with Ross, Taylorsville Seller shall request a Tenant Estoppel Certificate from this Tenant which will include the language set forth below in substitution of the language set forth in Section 9 of the form Tenant Estoppel Certificate:

“No breach or violation exists of any of the provisions of the Lease granting exclusive uses to Tenant, co-tenancies or prohibiting or restricting uses of other tenants and Tenant accepts all of the current uses of other tenants of the Property.”

SCHEDULE A

LIST OF CHEMICALS AND CONTAMINANTS

[To be attached.]

SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Seventh Amendment”), is effective as of the 25^th day of September, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Seventh Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”), as further amended by that certain Fifth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 21, 2014 (the “Fifth Amendment”), and as further amended by that certain Sixth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 22, 2014 (the “Sixth Amendment” and together with the Original Purchase Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

1. Tenant Inducement Costs and Tenant Improvements. Notwithstanding anything to the contrary as contained in the Agreement and/or in the Assignment and Assumption of Leases, License Agreements and Security Deposits to be executed and delivered at Closing, the following provisions apply with respect to the following Tenant Inducement Costs being credited to Buyer upon Closing: $247,500 in connection with the Lease with Guitar Center at the Taylorsville Property (the foregoing credited amount being defined herein as the “TI Credits”):

a. Under no circumstances shall Buyer release or disburse any such TI Credits following Closing to the Tenant unless and until any and all conditions relating to the release and disbursement of such TI Credits to such Tenant as otherwise set forth in the Lease (as in effect upon Closing) have been fully satisfied, and such TI Credits shall otherwise be held and retained by Buyer from and after Closing for application against and payment of any work completed or contracted for by, for or on behalf of such Tenant and any liens arising therefrom to the extent allowable under the Lease.

b. The respective Seller that is the landlord under such Lease relating to the TI Credits retains and shall be entitled to pursue and recover all out-of-pocket damages, losses, liabilities, costs and expenses (including attorney’s fees and court costs) incurred by Seller in connection with the release of any liens filed or incurred with respect to the leased premises or otherwise in connection with the Taylorsville Property, subject to the following conditions: (i) Seller has caused any such lien to be released of record in a manner reasonably acceptable to Buyer prior to pursuing any such remedy against a Tenant; and (ii) in no event is Seller entitled to terminate the Lease with Guitar Center. Buyer covenants and agrees to reasonably cooperate with Sellers in connection with pursuing any and all rights and remedies against such Tenant should such Tenant cause any liens to be filed or incurred with respect to the leased premises or otherwise in connection with the respective Property.

c. At Closing, Seller shall execute and deliver an indemnity agreement in favor of the Escrow Agent (and its designee) in a form reasonably acceptable to Seller, in order to permit the Escrow Agent to issue the Owner’s Policy for the Taylorsville Property free of any Schedule B exception pertaining to work performed (or to be performed) by Guitar Center or any of its contractors or subcontractors.

This Section 1 shall survive Closing.

2. References. All references to the “Purchase Agreement” or “Agreement” in the Purchase Agreement and in this Seventh Amendment shall be deemed to refer to the Purchase Agreement, as amended by this Seventh Amendment.

3. Full Force and Effect. Except as expressly provided in this Seventh Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

4. Successors and Assigns. This Seventh Amendment shall be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and assigns. In furtherance of the foregoing, this Seventh Amendment shall be binding upon any permitted assignee or nominee of Buyer in accordance with Section 16.1 of the Original Purchase

Agreement, as well as any successor owner of any such Property subject to any Lease relating to the TI Credits as provided for herein.

5. Counterparts. This Seventh Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile transmission or scan attached to an email shall be accepted and enforceable as originals.

[remainder of page intentionally left blank; signatures to follow]

IN WITNESS WHEREOF, the Parties have executed this Seventh Amendment as of the date first set forth above.

SELLERS:

DDR FORT UNION I & II LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR MIDVALLEY LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

DDR FAMILY CENTERS LP, a Delaware limited partnership
By:	DDR DownREIT LLC,
	its General Partner
	By:	DDR Corp.,
		its Sole Member
		By:	/s/ Daniel Sutherland
		Print:	Daniel Sutherland
		Title:	Vice President

DDR FORT UNION W LLC, a Delaware limited liability company
By:	/s/ Daniel Sutherland
Print:	Daniel Sutherland
Title:	Vice President

[Signature Page to Seventh Amendment to Purchase and Sale Agreement]

HERMES ASSOCIATES, a Utah general partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

HERMES ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers LP,
	its General Partner
	By:	DDR DownREIT LLC,
		its General Partner
		By:	DDR Corp.,
			its Sole Member
			By:	/s/ Daniel Sutherland
			Print:	Daniel Sutherland
			Title:	Vice President

UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership
By:	DDR Family Centers Orem LLC,
	its General Partner
	By:	/s/ Daniel Sutherland
	Print:	Daniel Sutherland
	Title:	Vice President

[Signature Page to Seventh Amendment to Purchase and Sale Agreement]

BUYER:

EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation,
	its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Chief Investment Officer

[Signature Page to Seventh Amendment to Purchase and Sale Agreement]

EX-31.1

Exhibit 31.1

EXCEL TRUST, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary B. Sabin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Trust, 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.

Date: November 6, 2014	/s/ GARY B. SABIN
	Gary B. Sabin
	Chairman and Chief Executive Officer

EXCEL TRUST, L.P.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary B. Sabin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Trust, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(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.

Date: November 6, 2014	/s/ GARY B. SABIN
	Gary B. Sabin
	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

EXCEL TRUST, INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Y. Nakagawa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Trust, 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.

Date: November 6, 2014	/s/ JAMES Y. NAKAGAWA
	James Y. Nakagawa
	Chief Financial Officer

EXCEL TRUST, L.P.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Y. Nakagawa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Trust, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(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.

Date: November 6, 2014	/s/ JAMES Y. NAKAGAWA
	James Y. Nakagawa
	Chief Financial Officer

EX-32.1

Exhibit 32.1

EXCEL TRUST, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Excel Trust, Inc. (the “Company”) hereby certifies, to his knowledge, that:

(i) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GARY B. SABIN

Gary B. Sabin

Chairman and Chief Executive Officer

Date: November 6, 2014

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Excel Trust, Inc. (the “Company”) hereby certifies, to his knowledge, that:

(i) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JAMES Y. NAKAGAWA

James Y. Nakagawa

Chief Financial Officer

Date: November 6, 2014

EXCEL TRUST, L.P.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Excel Trust, L.P. (the “Operating Partnership”) hereby certifies, to his knowledge, that:

(i) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of the Operating Partnership (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ GARY B. SABIN

Gary B. Sabin

Chairman and Chief Executive Officer

Date: November 6, 2014

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Excel Trust, L.P. (the “Operating Partnership”) hereby certifies, to his knowledge, that:

(i) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of the Operating Partnership (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ JAMES Y. NAKAGAWA

James Y. Nakagawa

Chief Financial Officer

Date: November 6, 2014

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Investment in Unconsolidated Entities (Tables)

9 Months Ended

Sep. 30, 2014

Summary of Unconsolidated Investment

General information on the La Costa LLC and Bay Hill properties as of September 30, 2014 was as follows:

Unconsolidated Investment	Partner		Ownership Interest			Formation/ Acquisition Date	Property
La Costa LLC(1)		GEM		20	%	September 7, 2012	La Costa Town Center
Bay Hill(2)		MDC		50	%	October 19, 2012	The Fountains at Bay Hill

⁽¹⁾  At September 30, 2014, La Costa LLC had real estate assets of $23.6 million, total assets of $24.9 million, mortgages payable of $14.1 million and total liabilities of $14.4 million. At December 31, 2013, La Costa LLC had real estate assets of $23.4 million, total assets of $25.7 million, mortgages payable of $14.1 million and total liabilities of $14.5 million. Total revenues were $385,000 and $1.2 million, total expenses were $384,000 and $1.2 million (including interest expense) and net loss was $274,000 and $726,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $430,000 and $2.7 million, total expenses were $798,000 and $3.3 million (including interest expense) and net loss was $368,000 and $632,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note was assumed with the contribution of the property and bears interest at the rate of LIBOR plus a margin of 575 basis points (5.9% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of October 1, 2014, which may be extended for three additional one-year periods at La Costa LLC’s election and upon the satisfaction of certain conditions (including the payment of an extension fee upon the exercise of the second and third renewal options, execution of an interest rate cap and the establishment of certain reserve accounts). La Costa LLC has also entered into an interest rate cap related to the mortgage note, which limits LIBOR to a maximum of 3.0% and expires on October 1, 2014.

⁽²⁾  At September 30, 2014, Bay Hill had real estate assets of $36.5 million, total assets of $39.4 million, mortgages payable of $23.1 million and total liabilities of $25.1 million. At December 31, 2013, Bay Hill had real estate assets of $37.0 million, total assets of $39.9 million, mortgages payable of $23.4 million and total liabilities of $25.6 million. Total revenues were $959,000 and $2.9 million, total expenses were $508,000 and $1.6 million (including interest expense) and net income was $260,000 and $770,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $978,000 and $2.8 million, total expenses were $650,000 and $2.1 million (including interest expense) and net income was $174,000 and $230,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note assumed with the acquisition of the Bay Hill property bears interest at the rate of LIBOR plus a margin of 325 basis points (3.4% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of April 2, 2015, which may be extended for two additional one-year periods at the borrower’s election and upon the satisfaction of certain conditions.

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Pro Forma Information (Parenthetical) (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Acquisition [Line Items]
Nonrecurring Acquisition Cost	$ 291,000	$ 109,000	$ 291,000	$ 166,000

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Amount Reclassified from Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (Interest Expense, Interest Rate Swaps, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2013
Interest Expense | Interest Rate Swaps
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from unrealized loss on derivative instruments	$ 171,000

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Earnings Per Share of the Parent Company - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
7.00% Series A cumulative convertible perpetual preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	3,173,142	3,356,178	3,301,803	3,341,076
Preferred stock dividend rate percentage	7.00%	7.00%	7.00%	7.00%
Unvested Restricted Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	727,230	657,873	568,594	683,922
Operating Partnership Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	1,019,523	1,225,115	1,019,523	1,230,437

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Lease Intangible Assets Net (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Lease intangibles, net	$ 81,796	$ 78,345
In-Place Leases
Finite-Lived Intangible Assets [Line Items]
Lease intangibles, net	50,057	47,058
Above Market Leases
Finite-Lived Intangible Assets [Line Items]
Lease intangibles, net	11,538	13,725
Leasing Commissions
Finite-Lived Intangible Assets [Line Items]
Lease intangibles, net	$ 20,201	$ 17,562

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Shares of Restricted Common Stock (Parenthetical) (Detail)	0 Months Ended									9 Months Ended	0 Months Ended
	Mar. 24, 2014 Members of Board of Directors		Mar. 18, 2014 Members of Board of Directors		Mar. 13, 2014 Members of Board of Directors		Mar. 24, 2014 Restricted Stock	Mar. 07, 2014 Restricted Stock		Sep. 30, 2014 Restricted Stock	Mar. 18, 2014 Performance or Service Conditions Based Awards Members of Board of Directors	Mar. 18, 2014 Stock Options That Contain Performance And Market Based Conditions Members of Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Award Plan shares vesting period	3 years	[1]	1 year	[2]	1 year	[3]	3 years	4 years	[4]		3 years
Vesting percentage							33.00%	25.00%
Equity Incentive Award Plan, number of stock grants	83,500	[1]	558,331	[2]	12,412	[3]		4,000	[4]	658,243	452,500	105,831
Equity Incentive Award Plan, vesting date												Dec. 31, 2014

[1] Shares issued to certain of the Company's employees. These shares vest over a three-year period with 33% vesting in equal annual installments on December 31, 2014, 2015 and 2016.

[2] Shares issued to senior management and other employees of the Company. A portion of the stock grants (452,500 shares of restricted common stock) vest over a three-year period and include performance or service conditions. The remaining stock grants (105,831 shares of restricted common stock) include a variety of performance and market conditions, with the restricted shares vesting at the discretion of the Parent Company's board of directors on December 31, 2014 based on the achievement of the Company's objectives during the year ended December 31, 2014.

[3] Shares issued to members of the Company's board of directors. These shares vest in equal quarterly installments.

[4] Shares issued to certain of the Company's employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

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Schedule of Investment in Securities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014
Schedule of Available-for-sale Securities [Line Items]
Equity securities, initial cost basis	$ 10,455
Gross unrealized gains	41
Gross unrealized losses	(63)
Equity securities, fair value	$ 10,433	[1]

[1] Determination of fair value is classified as Level 1 in the fair value hierarchy based on the use of quoted prices in active markets (see section entitled "Fair Value of Financial Instruments" below).

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Lease Intangible Liabilities, Net (Tables)

9 Months Ended

Sep. 30, 2014

Lease Intangible Liabilities Net

Lease intangible liabilities, net consisted of the following at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(in thousands)
Below-market leases, net of accumulated amortization of $9.9 million and $7.9 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 108 and 123 months as of September 30, 2014 and December 31, 2013, respectively)	$	36,260	$	28,114

Schedule of Estimated Amortization of Lease Intangible Liabilities

Estimated amortization of lease intangible liabilities as of September 30, 2014 for each of the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	1,421
2015		5,264
2016		4,750
2017		4,378
2018		4,135
Thereafter		16,312
Total	$	36,260

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Non-Vested Shares of Companys Restricted Common Stock (Detail) (Restricted Stock, USD $)	0 Months Ended		9 Months Ended
	Mar. 07, 2014		Sep. 30, 2014
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Unvested Shares of Restricted Common Stock, Beginning Balance			611,683
Number of Unvested Shares of Restricted Common Stock, Grants	4,000	[1]	658,243
Number of Unvested Shares of Restricted Common Stock, Forfeitures			(466,864)
Number of Unvested Shares of Restricted Common Stock, Vested			(92,172)	[2]
Number of Unvested Shares of Restricted Common Stock, Ending Balance			710,890
Weighted Average Grant Date Fair Value, Beginning Balance			$ 9.73
Weighted Average Grant Date Fair Value, Grants	$ 12.57	[1]	$ 12.77
Weighted Average Grant Date Fair Value, Forfeitures			$ 8.88
Weighted Average Grant Date Fair Value, Vested			$ 12.57	[2]
Weighted Average Grant Date Fair Value, Ending Balance			$ 12.74

[1] Shares issued to certain of the Company's employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

[2] During the nine months ended September 30, 2014, 561 shares of common stock were surrendered to the Parent Company and subsequently retired in lieu of cash payments for taxes due on the vesting of restricted stock. The forfeiture of these shares is reflected in the accompanying condensed consolidated statements of equity and capital as a decrease of the total restricted common shares issued during each period presented.

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Computation of Basic and Diluted Earnings Per Share (Operating Partnership) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic earnings per unit:
Income from continuing operations	$ 1,218	$ 1,520	$ 5,475	$ 5,180
Cost of redemption of preferred units	(1,477)		(1,477)
Allocation to participating securities	(124)	(109)	(373)	(326)
Income from continuing operations attributable to non-controlling interests	(70)	(108)	(227)	(260)
(Loss) income from continuing operations applicable to the common stockholders	(2,954)	(1,441)	(4,591)	(3,638)
Allocation to participating securities	(124)	(109)	(373)	(326)
Excel Trust, L.P.
Basic earnings per unit:
Income from continuing operations	1,218	1,520	5,475	5,180
Preferred distributions	(2,501)	(2,744)	(7,989)	(8,232)
Cost of redemption of preferred units	(1,477)		(1,477)
Allocation to participating securities	(124)	(109)	(373)	(326)
Income from continuing operations attributable to non-controlling interests	(91)	(77)	(274)	(249)
(Loss) income from continuing operations applicable to the common stockholders	(2,975)	(1,410)	(4,638)	(3,627)
Net (loss) income attributable to the unitholders	(2,851)	11,018	(4,265)	9,154
Allocation to participating securities	(124)	(109)	(373)	(326)
Net (loss) income applicable to the unitholders	$ (2,975)	$ 10,909	$ (4,638)	$ 8,828
Weighted-average common OP units outstanding:
Basic and diluted	61,409	48,722	53,494	47,905
Basic and diluted earnings per unit:
Loss from continuing operations per unit attributable to the unitholders	$ (0.05)	$ (0.03)	$ (0.09)	$ (0.08)
Income from discontinued operations per unit attributable to the unitholders		$ 0.25		$ 0.26
Net (loss) income per unit attributable to the unitholders	$ (0.05)	$ 0.22	$ (0.09)	$ 0.18

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Related Party Transactions - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Related Party Transaction [Line Items]
Reimbursement to the related party	$ 67,000	$ 82,000	$ 227,000	$ 230,000

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Estimated Amortization of Lease Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Expected Amortization Expense [Line Items]
2014 (remaining three months)	$ 5,001
2015	16,847
2016	12,679
2017	10,383
2018	8,538
Thereafter	28,348
Total	$ 81,796	$ 78,345

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Equity of the Parent Company - Additional Information (Detail) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended		3 Months Ended		9 Months Ended			9 Months Ended			1 Months Ended	12 Months Ended	9 Months Ended		12 Months Ended				9 Months Ended				12 Months Ended
	Jun. 25, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013 Person	Sep. 30, 2014 Equity Distribution Agreements	Sep. 30, 2014 7.00% Series A cumulative convertible perpetual preferred stock	Sep. 30, 2013 7.00% Series A cumulative convertible perpetual preferred stock	Sep. 30, 2014 7.00% Series A cumulative convertible perpetual preferred stock	Sep. 30, 2013 7.00% Series A cumulative convertible perpetual preferred stock	Dec. 31, 2013 7.00% Series A cumulative convertible perpetual preferred stock	Sep. 30, 2014 8.125% Series B cumulative redeemable preferred stock	Dec. 31, 2013 8.125% Series B cumulative redeemable preferred stock	Feb. 28, 2014 Maximum	Mar. 31, 2012 Amended And Restated Maximum	Dec. 31, 2013 Amended And Restated Maximum	Sep. 30, 2014 Common Stock	Sep. 30, 2013 Common Stock	Dec. 31, 2013 Common Stock	Mar. 31, 2013 Operating Partnership Units	Sep. 30, 2014 Operating Partnership Units	Sep. 30, 2014 Preferred Stock	Sep. 30, 2014 Hundred Percentage Employee Deferrals	Sep. 30, 2014 Fifty Percentage Employee Deferrals	Sep. 30, 2014 Cumulative for Prior Year Common Stock	Sep. 30, 2014 Contingently Issuable Shares	Mar. 31, 2013 Edwards Theatres
Equity [Line Items]
Issuance of restricted common stock awards, shares				1,327,509														657,682	33,088
Forfeitures of restricted common stock awards, shares																		466,864								489,864
Preferred stock dividend rate percentage								7.00%	7.00%	7.00%	7.00%		8.125%
Preferred stock, liquidation preference per share								$ 25.00		$ 25.00		$ 25.00	$ 25.00	$ 25.00
Annual dividend on preferred stock										$ 1.75			$ 2.03125
Outstanding shares								1,330,975		1,330,975		2,000,000	3,680,000	3,680,000
Preferred stock conversion rate		1.6667		1.6667
Preferred stock conversion price per share, initial				$ 0.15
Closing price of common stock as minimum percentage of conversion price for conversion of preferred stock				140.00%
Minimum trading days for calculating closing price of common stock				20 days
Number of consecutive trading days				30 days
Stock repurchase program, stock reacquired and retired				105,775		0		669,025		669,025
Stock repurchase program, stock reacquired and retired cost				$ 1,400,000				$ 17,400,000		$ 17,400,000
Stock repurchase program, common stock reacquired Weighted Average Price				$ 25.79				$ 25.79		$ 25.79
Cost of redemption of preferred stock		1,477,000		1,477,000				1,500,000
Series B preferred stock redeemable price on and after January 31, 2017													$ 25.00
Number of days to redeem the Series B preferred stock, in whole or in part													120 days
Stock repurchase program, authorized amount						30,000,000									50,000,000
Stock repurchase program, remaining amount		24,700,000		24,700,000			95,000,000
Common stock offering price																50,000,000	100,000,000
Initial public offering shares	12,650,000			0														12,650,000	3,211,928	3,211,928
Net proceeds of Equity Distribution Agreements						40,700,000
Average stock issuance of Equity Distribution Agreements						$ 13.05
Number of sales agents						4
Operating partnership, units exchanged	12,650,000					3,211,928
Amount contributed to operating Partnership in exchange for OP units						40,700,000
Exercise of options, shares	1,650,000
Proceeds from issuance of common stock	160,600,000
Number of OP units issued in connection with acquisition																												591,474
Issuance of additional shares of common stock																					531,768
Cash payments for number of OP Units issued																					1,900,000
Accrued dividend payable																		10,700,000				178,000	2,500,000
Maximum number of shares issued under equity incentive award plan		2,850,000		2,850,000
Common stock available for issuance																											1,522,491
Compensation expense recognized related to restricted common stock grants		1,200,000	583,000	3,100,000	1,700,000
Estimated forfeitures				0
Unrecognized compensation expense		6,900,000		6,900,000		1,600,000
Unrecognized compensation expense, weighted-average				1 year 10 months 24 days		1 year 1 month 6 days
Company matching contributions Percentage																								100.00%	50.00%
Eligible Compensation Percentage																								3.00%	2.00%
Costs related to the matching portion		$ 41,000	$ 39,000	$ 121,000	$ 113,000

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Discontinued Operations - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified		0 Months Ended
	Dec. 31, 2013 Property	Jul. 19, 2013 Walgreens North Corbin	Sep. 13, 2013 Grant Creek Town Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales price		$ 4,500	$ 32,300
Number of properties	2

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Equity of the Operating Partnership - Additional Information (Detail) (USD $)	3 Months Ended	9 Months Ended	12 Months Ended		12 Months Ended	3 Months Ended		9 Months Ended						0 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Mar. 31, 2013	Mar. 31, 2013 Edwards Theatres	Sep. 30, 2014 7.00% Series A cumulative convertible perpetual preferred units	Sep. 30, 2014 Excel Trust, L.P.	Sep. 30, 2014 Excel Trust, L.P.	Sep. 30, 2013 Excel Trust, L.P.	Sep. 30, 2014 Excel Trust, L.P. 7.00% Series A cumulative convertible perpetual preferred units	Dec. 31, 2013 Excel Trust, L.P. 7.00% Series A cumulative convertible perpetual preferred units	Sep. 30, 2014 Excel Trust, L.P. 8.125% Series B cumulative redeemable preferred units	Dec. 31, 2013 Excel Trust, L.P. 8.125% Series B cumulative redeemable preferred units	Jun. 25, 2014 Excel Trust, L.P. General Partner's Capital	Sep. 30, 2014 Excel Trust, L.P. General Partner's Capital	Sep. 30, 2013 Excel Trust, L.P. General Partner's Capital	Dec. 31, 2013 Excel Trust, L.P. General Partner's Capital	Sep. 30, 2014 Excel Trust, L.P. Excel Trust, Inc.
Equity [Line Items]
Operating Partnership, outstanding units							62,135,931	62,135,931
Percentage of ownership interest																		98.30%
Preferred units, units outstanding										1,330,975	2,000,000	3,680,000	3,680,000
Preferred units dividend rate percentage										7.00%	7.00%	8.125%	8.125%
Number of OP units repurchased		105,775	0			669,025
Number of OP units repurchased, aggregate cost		$ 1,400,000				$ 17,400,000
Number of OP units repurchased, weighted average purchase price		$ 25.79				$ 25.79
Cost of redemption of preferred stock	1,477,000	1,477,000				1,500,000	1,477,000	1,477,000
Number of OP units repurchased, weighted average purchase price	$ 12.52	$ 12.52
Operating partnership, units issued														12,650,000	12,650,000	3,211,928	3,211,928
Operating partnership, net proceeds from units issued								160,592,000	41,098,000					160,600,000			40,700,000
Number of OP units issued in connection with acquisition					591,474
Issuance of additional shares of common stock				531,768
Cash payments for number of OP Units issued				$ 1,900,000

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Properties Sold as Portfolio (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	0 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Jul. 19, 2013 Walgreens North Corbin	Sep. 13, 2013 Grant Creek Town Center	Dec. 31, 2013 Retail Properties Walgreens North Corbin	Dec. 31, 2013 Retail Properties Grant Creek Town Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales price			$ 4,500	$ 32,300	$ 4,514	$ 32,343
Gain on Sale	$ 11,974	$ 11,974			$ 1,129	$ 10,926
Date of Sale					Jul. 19, 2013	Sep. 13, 2013
Acquisition Date					May 24, 2010	Aug. 27, 2010

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Shares of Restricted Common Stock (Detail) (USD $)	0 Months Ended											9 Months Ended
	Mar. 24, 2014 Members of Board of Directors		Mar. 18, 2014 Members of Board of Directors		Mar. 13, 2014 Members of Board of Directors		Mar. 18, 2014 Other Employees		Mar. 24, 2014 Restricted Stock	Mar. 07, 2014 Restricted Stock		Sep. 30, 2014 Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price at Grant Date	$ 12.56	[1]	$ 12.80	[2]	$ 12.89	[3]				$ 12.57	[4]	$ 12.77
Number	83,500	[1]	558,331	[2]	12,412	[3]				4,000	[4]	658,243
Vesting Period (yrs.)	3 years	[1]	1 year	[2]	1 year	[3]	3 years	[2]	3 years	4 years	[4]

[1] Shares issued to certain of the Company's employees. These shares vest over a three-year period with 33% vesting in equal annual installments on December 31, 2014, 2015 and 2016.

[2] Shares issued to senior management and other employees of the Company. A portion of the stock grants (452,500 shares of restricted common stock) vest over a three-year period and include performance or service conditions. The remaining stock grants (105,831 shares of restricted common stock) include a variety of performance and market conditions, with the restricted shares vesting at the discretion of the Parent Company's board of directors on December 31, 2014 based on the achievement of the Company's objectives during the year ended December 31, 2014.

[3] Shares issued to members of the Company's board of directors. These shares vest in equal quarterly installments.

[4] Shares issued to certain of the Company's employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

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Computation of Basic and Diluted Earnings Per Share (Parent Company) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic earnings per Share:
Income from continuing operations	$ 1,218	$ 1,520	$ 5,475	$ 5,180
Preferred dividends	(2,501)	(2,744)	(7,989)	(8,232)
Cost of redemption of preferred stock	(1,477)		(1,477)
Allocation to participating securities	(124)	(109)	(373)	(326)
Income from continuing operations attributable to non-controlling interests	(70)	(108)	(227)	(260)
(Loss) income from continuing operations applicable to the common stockholders	(2,954)	(1,441)	(4,591)	(3,638)
Net (loss) income attributable to the common stockholders	(2,830)	10,739	(4,218)	8,914
Allocation to participating securities	(124)	(143)	(373)	(326)
Net (loss) income applicable to the common stockholders	$ (2,954)	$ 10,596	$ (4,591)	$ 8,588
Weighted-average common shares outstanding:
Basic and diluted	60,389	47,497	52,293	46,674
Basic and diluted earnings per share:
Loss from continuing operations per share attributable to the common stockholders	$ (0.05)	$ (0.03)	$ (0.09)	$ (0.08)
Income from discontinued operations per share attributable to the common stockholders		$ 0.25		$ 0.26
Net (loss) income per share attributable to the common stockholders	$ (0.05)	$ 0.22	$ (0.09)	$ 0.18

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies

18. Commitments and Contingencies

Litigation:

The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against it which if determined unfavorably, would have a material effect on its consolidated financial position, results of operations or cash flows.

Environmental Matters:

The Company follows the policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its condensed consolidated balance sheets, results of operations or cash flows. Further, the Company is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that it believes would require additional disclosure or the recording of a loss contingency.

Other

The Company’s other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In management’s opinion, these matters are not expected to have a material adverse effect on its condensed consolidated balance sheets, results of operations or cash flows. In addition, the Company expects to incur construction costs relating to development projects on portions of existing operating properties and at its non-operating properties (Chimney Rock Phase II and Southlake Park Village).

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Allocation of Purchase Price (Detail) (USD $) In Thousands, unless otherwise specified			9 Months Ended	12 Months Ended					9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 In-Place Leases	Dec. 31, 2013 In-Place Leases	Sep. 30, 2014 The Family Center at Fort Union		Sep. 30, 2014 The Family Center at Orem		Sep. 30, 2014 Purchase Price At Acquisitions		Sep. 30, 2013 Purchase Price At Acquisitions		Sep. 30, 2014 Purchase Price At Acquisitions Above Market Leases		Sep. 30, 2013 Purchase Price At Acquisitions Above Market Leases		Sep. 30, 2014 Purchase Price At Acquisitions In-Place Leases		Sep. 30, 2013 Purchase Price At Acquisitions In-Place Leases		Sep. 30, 2013 Purchase Price At Acquisitions Debt (Premium)/Discount		Sep. 30, 2013 Tracy Pavilion	Sep. 30, 2013 Stadium Center	Sep. 30, 2013 League City Town Center	Sep. 30, 2013 Living Spaces-Promenade
Business Acquisition [Line Items]
Building	$ 112,690	$ 77,288			$ 101,461	[1]	$ 11,229	[1]															$ 22,611	$ 28,872	$ 24,767	$ 1,038	[2]
Land	28,650	41,849			24,200	[1]	4,450	[1]															6,193	10,284	10,858	14,514	[2]
Above- Market Leases	875	1,360			875	[1]																	163	882	315
Below-Market Leases	(11,344)	(5,440)			(11,048)	[1]	(296)	[1]															(1,136)	(2,939)	(1,249)	(116)	[2]
In-Place Leases	17,560	13,267			15,983	[1]	1,577	[1]															2,907	4,051	4,809	1,500	[2]
Debt (Premium)/Discount		(936)																								(936)	[2]
Other						[1]		[1]																			[2]
Purchase Price	$ 148,431	$ 127,388			$ 131,471	[1]	$ 16,960	[1]															$ 30,738	$ 41,150	$ 39,500	$ 16,000	[2]
Remaining useful life			76 months	78 months									69 months	[3]	54 months	[3]	78 months	[3]	75 months	[3]	76 months	[3]
Below market lease, useful life									81 months	[3]	108 months	[3]

[1] As of September 30, 2014, the purchase price allocation related to the acquisition of the Family Center at Fort Union and Family Center at Orem properties was preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimates.

[2] On August 27, 2013, the Company acquired a land parcel that was previously not owned at The Promenade retail property in Scottsdale, Arizona (not considered a separate property). The land parcel contains a building, which was constructed by the tenant and is subject to a ground lease.

[3] Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

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Segment Disclosure (Tables)

9 Months Ended

Sep. 30, 2014

Reconciliation of Company's Segment Operations Activity

The following tables reconcile the Company’s segment activity to its consolidated results of operations and financial position for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Office Properties:
Total revenues	$	2,233		$	2,052		$	6,627		$	6,428
Property operating expenses		(906	)		(906	)		(2,649	)		(2,593	)
Property operating income, as defined		1,327			1,146			3,978			3,835
Changes in fair value of contingent consideration		—			—			—			6
General and administrative costs		(1	)		(9	)		(6	)		(16	)
Depreciation and amortization		(905	)		(980	)		(2,708	)		(2,832	)
Interest expense		—			(194	)		(191	)		(579	)
Net income	$	421		$	(37	)	$	1,073		$	414
Multi-family Properties:
Total revenues	$	1,326		$	1,397		$	4,109		$	4,053
Property operating expenses		(453	)		(675	)		(1,412	)		(1,374	)
Property operating income, as defined		873			722			2,697			2,679
General and administrative costs		(15	)		206			(39	)		(104	)
Depreciation and amortization		(463	)		(460	)		(1,389	)		(2,298	)
Net income (loss)	$	395		$	468		$	1,269		$	277
Retail Properties:
Total revenues	$	26,675		$	25,482		$	80,725		$	72,257
Property operating expenses		(5,947	)		(6,137	)		(18,332	)		(16,622	)
Property operating income, as defined		20,728			19,345			62,393			55,635
Changes in fair value of contingent consideration		—			10			—			1,562
General and administrative costs		(4,273	)		(3,596	)		(12,218	)		(10,416	)
Depreciation and amortization		(9,844	)		(10,197	)		(30,322	)		(29,483	)
Interest expense		(6,387	)		(4,534	)		(17,165	)		(13,172	)
Interest income		103			49			205			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		402			1,089			3,133			4,489
Income from discontinued operations		—			12,319			—			12,455
Net income	$	402		$	13,408		$	3,133		$	16,944
Total Reportable Segments:
Total revenues	$	30,234		$	28,931		$	91,461		$	82,738
Property operating expenses		(7,306	)		(7,718	)		(22,393	)		(20,589	)
Property operating income, as defined		22,928			21,213			69,068			62,149
Changes in fair value of contingent consideration		—			10			—			1,568
General and administrative costs		(4,289	)		(3,399	)		(12,263	)		(10,536	)
Depreciation and amortization		(11,212	)		(11,637	)		(34,419	)		(34,613	)
Interest expense		(6,387	)		(4,728	)		(17,357	)		(13,751	)
Interest income		103			49			206			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		1,218			1,520			5,475			5,180
Income from discontinued operations		—			12,319			—			12,455
Net income	$	1,218		$	13,839		$	5,475		$	17,635
Reconciliation to Condensed Consolidated Net Income Attributable to the Common Stockholders (Parent Company):
Total net income for reportable segments	$	1,218		$	13,839		$	5,475		$	17,635
Net income attributable to non-controlling interests		(70	)		(356	)		(227	)		(489	)
Net income attributable to Excel Trust, Inc.	$	1,148		$	13,483		$	5,248		$	17,146
Reconciliation to Condensed Consolidated Net Income Attributable to the Unitholders (Operating Partnership):
Total net income for reportable segments	$	1,218		$	13,839		$	5,475		$	17,635
Net income attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
Net income attributable to Excel Trust, L.P.	$	1,127		$	13,762		$	5,201		$	17,386

Reconciliation of Company's Segment Financial Position Activity

	September 30,		December 31,
	2014		2013
Assets:
Office Properties:
Total assets	$	63,477	$	67,273
Multi-family Properties:
Total assets		69,476		70,732
Retail Properties:
Total assets		1,261,474		1,080,816
Total Reportable Segments & Consolidated Assets:
Total assets	$	1,394,427	$	1,218,821

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Company's Derivative Financial Instruments on Consolidated Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Derivative [Line Items]
Amount of unrealized loss recognized in OCI (effective portion)	$ (7)	$ (19)
Amount of loss reclassified from accumulated OCI into income (effective portion)	(171)	(495)
Amount of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)		230
Interest Rate Swaps
Derivative [Line Items]
Amount of unrealized loss recognized in OCI (effective portion)	(7)	(19)
Interest Rate Swaps | Interest Expense
Derivative [Line Items]
Amount of loss reclassified from accumulated OCI into income (effective portion)	(171)	(495)
Other derivatives instrument | changes in fair value of financial instruments and gain on OP unit redemption
Derivative [Line Items]
Amount of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)		$ 230

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Reconciliation of Company's Segment Operations Activity (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	$ 30,234	$ 28,931	$ 91,461	$ 82,738
Property operating expenses	(22,807)	(22,744)	(69,075)	(64,170)
Property operating income, as defined	7,427	6,187	22,386	18,568
Changes in fair value of contingent consideration		10		1,568
General and administrative costs	(4,289)	(3,399)	(12,263)	(10,536)
Depreciation and amortization	(11,212)	(11,637)	(34,419)	(34,613)
Interest expense	(6,387)	(4,728)	(17,357)	(13,751)
Interest income	103	49	206	146
Income (loss) from equity in unconsolidated entities	75	12	240	(13)
Changes in fair value of financial instruments and gain on OP unit redemption				230
Income from continuing operations	1,218	1,520	5,475	5,180
Income from discontinued operations		345		481
Net income (loss)	1,218	13,839	5,475	17,635
Net income attributable to non-controlling interests	(70)	(356)	(227)	(489)
Net income attributable to Excel Trust, Inc.	1,148	13,483	5,248	17,146
Office Properties
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	2,233	2,052	6,627	6,428
Property operating expenses	(906)	(906)	(2,649)	(2,593)
Property operating income, as defined	1,327	1,146	3,978	3,835
Changes in fair value of contingent consideration				6
General and administrative costs	(1)	(9)	(6)	(16)
Depreciation and amortization	(905)	(980)	(2,708)	(2,832)
Interest expense		(194)	(191)	(579)
Net income (loss)	421	(37)	1,073	414
Multi Family
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	1,326	1,397	4,109	4,053
Property operating expenses	(453)	(675)	(1,412)	(1,374)
Property operating income, as defined	873	722	2,697	2,679
General and administrative costs	(15)	206	(39)	(104)
Depreciation and amortization	(463)	(460)	(1,389)	(2,298)
Net income (loss)	395	468	1,269	277
Retail Properties
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	26,675	25,482	80,725	72,257
Property operating expenses	(5,947)	(6,137)	(18,332)	(16,622)
Property operating income, as defined	20,728	19,345	62,393	55,635
Changes in fair value of contingent consideration		10		1,562
General and administrative costs	(4,273)	(3,596)	(12,218)	(10,416)
Depreciation and amortization	(9,844)	(10,197)	(30,322)	(29,483)
Interest expense	(6,387)	(4,534)	(17,165)	(13,172)
Interest income	103	49	205	146
Income (loss) from equity in unconsolidated entities	75	12	240	(13)
Changes in fair value of financial instruments and gain on OP unit redemption				230
Income from continuing operations	402	1,089	3,133	4,489
Income from discontinued operations		12,319		12,455
Net income (loss)	402	13,408	3,133	16,944
Total Reportable Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	30,234	28,931	91,461	82,738
Property operating expenses	(7,306)	(7,718)	(22,393)	(20,589)
Property operating income, as defined	22,928	21,213	69,068	62,149
Changes in fair value of contingent consideration		10		1,568
General and administrative costs	(4,289)	(3,399)	(12,263)	(10,536)
Depreciation and amortization	(11,212)	(11,637)	(34,419)	(34,613)
Interest expense	(6,387)	(4,728)	(17,357)	(13,751)
Interest income	103	49	206	146
Income (loss) from equity in unconsolidated entities	75	12	240	(13)
Changes in fair value of financial instruments and gain on OP unit redemption				230
Income from continuing operations	1,218	1,520	5,475	5,180
Income from discontinued operations		12,319		12,455
Net income (loss)	1,218	13,839	5,475	17,635
Excel Trust, Inc.
Segment Reporting, Revenue Reconciling Item [Line Items]
Net income (loss)	1,218	13,839	5,475	17,635
Net income attributable to non-controlling interests	(70)	(356)	(227)	(489)
Net income attributable to Excel Trust, Inc.	1,148	13,483	5,248	17,146
Excel Trust, L.P.
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	30,234	28,931	91,461	82,738
Property operating expenses	(22,807)	(22,744)	(69,075)	(64,170)
Property operating income, as defined	7,427	6,187	22,386	18,568
Changes in fair value of contingent consideration		10		1,568
General and administrative costs	(4,289)	(3,399)	(12,263)	(10,536)
Depreciation and amortization	(11,212)	(11,637)	(34,419)	(34,613)
Interest expense	(6,387)	(4,728)	(17,357)	(13,751)
Interest income	103	49	206	146
Income (loss) from equity in unconsolidated entities	75	12	240	(13)
Changes in fair value of financial instruments and gain on OP unit redemption				230
Income from continuing operations	1,218	1,520	5,475	5,180
Income from discontinued operations		345		481
Net income (loss)	1,218	13,839	5,475	17,635
Net income attributable to non-controlling interests	(91)	(77)	(274)	(249)
Net income attributable to Excel Trust, Inc.	$ 1,127	$ 13,762	$ 5,201	$ 17,386

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Equity of the Parent Company (Tables)

9 Months Ended

Sep. 30, 2014

Shares of Restricted Common Stock

The following shares of restricted common stock were issued during the nine months ended September 30, 2014:

Grant Date	Price at Grant Date		Number		Vesting Period (yrs.)
March 7, 2014(1)	$	12.57		4,000		4
March 18, 2014(2)	$	12.80		558,331		1, 3
March 24, 2014(3)	$	12.56		83,500		3
May 13, 2014(4)	$	12.89		12,412		1

⁽¹⁾  Shares issued to certain of the Company’s employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

⁽²⁾  Shares issued to senior management and other employees of the Company. A portion of the stock grants (452,500 shares of restricted common stock) vest over a three-year period and include performance or service conditions. The remaining stock grants (105,831 shares of restricted common stock) include a variety of performance and market conditions, with the restricted shares vesting at the discretion of the Parent Company’s board of directors on December 31, 2014 based on the achievement of the Company’s objectives during the year ended December 31, 2014.

⁽³⁾  Shares issued to certain of the Company’s employees. These shares vest over a three-year period with 33% vesting in equal annual installments on December 31, 2014, 2015 and 2016.

⁽⁴⁾  Shares issued to members of the Company’s board of directors. These shares vest in equal quarterly installments.

Non-Vested Shares of Company's Restricted Common Stock

As of September 30, 2014 and December 31, 2013, there was approximately $6.9 million and $1.6 million, respectively, of total unrecognized compensation expense related to the non-vested shares of the Parent Company’s restricted common stock. As of September 30, 2014 and December 31, 2013, this expense was expected to be recognized over a weighted-average remaining period of 1.9 and 1.1 years, respectively.

	Number of Unvested Shares of Restricted Common Stock			Weighted- Average Grant Date Fair Value
Balance - January 1, 2014		611,683		$	9.73
Grants		658,243		$	12.77
Forfeitures		(466,864	)	$	8.88
Vested(1)		(92,172	)	$	12.57
Balance - September 30, 2014		710,890		$	12.74

⁽¹⁾  During the nine months ended September 30, 2014, 561 shares of common stock were surrendered to the Parent Company and subsequently retired in lieu of cash payments for taxes due on the vesting of restricted stock. The forfeiture of these shares is reflected in the accompanying condensed consolidated statements of equity and capital as a decrease of the total restricted common shares issued during each period presented.

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Acquisitions - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Acquisition [Line Items]
Revenues	$ 186,000	$ 2,600,000	$ 186,000	$ 3,900,000
Net (loss)/income	123,000	414,000	123,000	401,000
Purchase price of acquisition	148,431,000	127,388,000	148,431,000	127,388,000
Retail Space
Business Acquisition [Line Items]
Purchase price of acquisition	59,500,000		59,500,000
Square footage	174,000,000,000		174,000,000,000
Payment of deposits related to properties under contract			$ 5,100,000
Date of acquisition			Oct. 01, 2014

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Debt of the Operating Partnership - Additional Information (Detail) (USD $)	0 Months Ended	9 Months Ended		9 Months Ended	3 Months Ended		9 Months Ended				9 Months Ended							9 Months Ended
	May 12, 2014 Two Thousand Twenty Four Senior Notes	Sep. 30, 2014 Two Thousand Twenty Four Senior Notes	May 12, 2014 Two Thousand Twenty Four Senior Notes	Sep. 30, 2014 Minimum Two Thousand Twenty Four Senior Notes	Sep. 30, 2014 Excel Trust, L.P.	Sep. 30, 2013 Excel Trust, L.P.	Sep. 30, 2014 Excel Trust, L.P.	Sep. 30, 2013 Excel Trust, L.P.	Dec. 31, 2013 Excel Trust, L.P.	Sep. 30, 2014 Excel Trust, L.P. Two Thousand Twenty Four Senior Notes	Sep. 30, 2014 Excel Trust, L.P. London Interbank Offered Rate (LIBOR)	Sep. 30, 2014 Excel Trust, L.P. Minimum London Interbank Offered Rate (LIBOR)	Sep. 30, 2014 Excel Trust, L.P. Maximum London Interbank Offered Rate (LIBOR)	Sep. 30, 2014 Excel Trust, L.P. Series A Senior Notes	Sep. 30, 2014 Excel Trust, L.P. Series B Senior Notes	Sep. 30, 2014 Excel Trust, L.P. Credit Agreement	Dec. 31, 2013 Excel Trust, L.P. Credit Agreement	Sep. 30, 2014 Excel Trust, L.P. Credit Agreement Scenario, Adjustment	Sep. 30, 2014 Excel Trust, L.P. 2013 Amendment Minimum	Sep. 30, 2014 Excel Trust, L.P. 2013 Amendment Maximum
Line of Credit Facility [Line Items]
Total interest cost capitalized					$ 401,000	$ 34,000	$ 859,000	$ 50,000
Increase in borrowings under the credit facility																300,000,000		500,000,000
Increase in additional borrowings under revolving credit facility																		200,000,000
Maturity date	May 15, 2024						Apr. 06, 2018
Revolving credit facility, covenants requiring the maintenance																(1) maximum leverage ratios on unsecured, secured and overall debt and (2) minimum fixed coverage ratios.
Revolving credit facility bears interest											1.30%	0.90%	1.70%
Percentage of unused fee																			0.25%	0.30%
Borrowings from revolving credit facility																56,000,000	179,500,000
Revolving credit facility, weighted-average interest rate																1.45%	1.67%
Letter of credit from the unsecured revolving credit facility					12,100,000		12,100,000									16,900,000
Carrying Amount of Debt Instrument					159,749,000		159,749,000		249,894,000							12,000,000
Available for borrowing under the unsecured revolving credit facility																222,500,000
Aggregate principal amount of senior unsecured notes			250,000,000		100,000,000		100,000,000			250,000,000				75,000,000	25,000,000
Debt maturity date														2020-11	2023-11
Debt fixed interest rate														4.40%	5.19%
Debt instrument stated percentage		4.625%
Percentage of debt issuance of the principal amount		99.477%
Yield percentage senior unsecured notes		4.691%
Interest payable description senior unsecured notes		Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024
Redemption price percentage of senior unsecured notes				100.00%
Underwriter's discount related to original issuance of the bonds					$ 101,000		$ 101,000		$ 105,000	$ 1,600,000

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Lease Intangible Liabilities Net - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Schedule of Lease Intangible Assets, Net [Line Items]
Amortization of lease intangible liabilities	$ 928,000.0	$ 1,100,000	$ 3,200,000	$ 3,400,000

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Amount Reclassified from Accumulated Other Comprehensive Loss (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized loss		$ 163		$ 476
Unrealized loss			(22)
Net change in other comprehensive income	(22)		(22)
Ending Balance	(22)		(22)
Excel Trust, Inc.
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Beginning Balance				(572)
Net change in other comprehensive income			(22)	476
Total other comprehensive loss allocable to non-controlling interests				(11)
Ending Balance	(22)	(107)	(22)	(107)
Excel Trust, Inc. | Interest Rate Swaps
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized loss				(19)
Amount reclassified and recognized in net income				495	[1]
Excel Trust, Inc. | Available-for-sale Securities
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized loss			(22)
Excel Trust, L.P.
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Beginning Balance				(620)
Unrealized loss		163		476
Unrealized loss	(22)		(22)
Net change in other comprehensive income			(22)	476
Ending Balance	(22)	(144)	(22)	(144)
Excel Trust, L.P. | Interest Rate Swaps
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized loss				(19)
Amount reclassified and recognized in net income				495	[1]
Excel Trust, L.P. | Available-for-sale Securities
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized loss			$ (22)

[1] Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the condensed consolidated statements of operations ($171,000 was recognized in interest expense for the three months ended September 30, 2013 - see Note 11).

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Organization

9 Months Ended

Sep. 30, 2014

Organization

1. Organization:

Excel Trust, Inc., a Maryland corporation (the “Parent Company”), is a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing value oriented community and power centers, grocery anchored neighborhood centers and freestanding retail properties. It conducts substantially all of its business through its subsidiary, Excel Trust, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Parent Company referred to as the “Company”). The Company seeks investment opportunities throughout the United States, but focuses on the West Coast, East Coast and Sunbelt regions. The Company generally leases anchor space to national and regional supermarket chains, big-box retailers and select national retailers that frequently offer necessity and value oriented items and generate regular consumer traffic.

The Parent Company is the sole general partner of the Operating Partnership and, as of September 30, 2014, owned a 98.3% interest in the Operating Partnership. The remaining 1.7% interest in the Operating Partnership is held by limited partners. Each partner’s percentage interest in the Operating Partnership is determined based on the number of operating partnership units (“OP units”) owned as compared to total OP units (and potentially issuable OP units, as applicable) outstanding as of each period end and is used as the basis for the allocation of net income or loss to each partner.

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Estimated Amortization of Lease Intangible Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract]
2014 (remaining three months)	$ 1,421
2015	5,264
2016	4,750
2017	4,378
2018	4,135
Thereafter	16,312
Total	$ 36,260

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Organization - Additional Information (Detail) (Excel Trust, L.P.)	9 Months Ended
	Sep. 30, 2014
Excel Trust, Inc.
Percentage of ownership interest	98.30%
Limited Partners
Percentage of ownership interest	1.70%

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Basis of Presentation

Basis of Presentation:

The accompanying condensed consolidated financial statements of the Company include all the accounts of the Company and all entities in which the Company has a controlling interest. The financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements and have not been audited by independent registered public accountants.

The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate investments in these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.

Cash and Cash Equivalents

Cash and Cash Equivalents:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value, due to their short term maturities.

Restricted Cash

Restricted Cash:

Restricted cash is comprised of impound reserve accounts for property taxes, insurance, capital improvements and tenant improvements.

Accounts Payable and Other Liabilities

Accounts Payable and Other Liabilities:

Included in accounts payable and other liabilities are deferred rents in the amount of $3.1 million and $3.5 million at September 30, 2014 and December 31, 2013, respectively.

Revenue Recognition

Revenue Recognition:

The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. In determining what constitutes the leased asset, the Company evaluates whether the Company or the lessee is the owner, for accounting purposes, of the tenant improvements. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes that it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized on a straight-line basis over the remaining non-cancelable term of the respective lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct improvements. The determination of who is the owner, for accounting purposes, of the tenant improvements is highly subjective and determines the nature of the leased asset and when revenue recognition under a lease begins. The Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:

• whether the lease stipulates how and on what a tenant improvement allowance may be spent;

• whether the tenant or landlord retains legal title to the improvements;

• the uniqueness of the improvements;

• the expected economic life of the tenant improvements relative to the length of the lease;

• the responsible party for construction cost overruns; and

• who constructs or directs the construction of the improvements.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of cash rent due in a year and the amount recorded as rental income is referred to as the “straight-line rent adjustment.” Rental income (net of write-offs for uncollectible amounts) increased by $479,000 and $937,000 in the three months ended September 30, 2014 and 2013, respectively, and by $1.6 million and $2.9 million in the nine months ended September 30, 2014 and 2013, respectively, due to the straight-line rent adjustment. Percentage rent is recognized after tenant sales have exceeded defined thresholds (if applicable) and was $182,000 and $171,000 in the three months ended September 30, 2014 and 2013, respectively, and $579,000 and $741,000 in the nine months ended September 30, 2014 and 2013, respectively.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other operating expenses are recognized as revenues in the period the applicable expenses are incurred or as specified in the leases. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenue on a straight-line basis over the term of the related leases.

Property

Property:

Costs incurred in connection with the development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and related costs and other direct costs incurred during the period of development. The Company capitalizes costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. The Company ceases capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalizes only those costs associated with any remaining portion under construction.

The Company has agreed to provide the developer/manager for development projects at the Plaza at Rockwall, Southlake Park Village, Cedar Square, and Chimney Rock properties with a profit participation interest based on the cash flows of the completed project after the Company has received distributions returning all of its capital investment plus a required rate of return (ranging from an 8% to 12% annualized rate of return). The Company initially records the profit participation interests at the estimated fair value of the obligation at the time of execution of the related agreement. The obligation is adjusted at each reporting date to the greater of the initial fair value at execution, or the amount that would be owed if the obligation were to be settled as of the reporting date. The Company has recorded $3.6 million for the costs related to the grants of these profit participation interests within construction in progress for the respective projects under development. During the three months ended September 30, 2014, the profit participation interest related to the development phase of the Plaza at Rockwall property that was completed during 2014, was settled with the developer for an agreed-upon settlement value of approximately $2.0 million. The settlement was based on 35% of the excess of the estimated fair value of the related real estate after deducting all of the development and operating costs, the investment capital and the required rate of return due to the Company as of the date of settlement. The settlement was comprised of a cash payment of approximately $1.1 million and the conversion of an outstanding note receivable owed by the developer in the amount of $910,000 (including accrued interest of $160,000 – see Note 7 for further discussion).

Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which include HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

Property is recorded at cost and is depreciated using the straight-line method over the estimated lives of the assets as follows:

Building and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed:

The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. This assessment considers expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants’ ability to perform their duties and pay rent under the terms of the leases. The determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense, expected to result from the long-lived asset’s use and eventual disposition. The Company’s evaluation as to whether impairment may exist, including estimates of future anticipated cash flows, are highly subjective and could differ materially from actual results in future periods. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. Although the Company’s strategy is to hold its properties over a long-term period, if the strategy changes or market conditions dictate that the sale of properties at an earlier date would be preferable, a property may be classified as held for sale and an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less cost to sell. There was no impairment recorded for the nine months ended September 30, 2014 or 2013.

Investments in Partnerships and Limited Liability Companies

Investments in Partnerships and Limited Liability Companies:

The Company evaluates its investments in limited liability companies and partnerships to determine whether any such entities may be a VIE and, if a VIE, whether the Company is the primary beneficiary. Generally, an entity is determined to be a VIE when either (1) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support provided by any parties or (2) as a group, the holders of the equity investment lack one or more of the essential characteristics of a controlling financial interest. The primary beneficiary is the entity that has both (1) the power to direct matters that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. In addition, the Company considers the form of ownership interest, voting interest, the size of the investment (including loans) and the rights of other investors to participate in policy making decisions, to replace or remove the manager and to liquidate or sell the entity. The obligation to absorb losses and the right to receive benefits when a reporting entity is affiliated with a VIE must be based on ownership, contractual and/or other pecuniary interests in that VIE.

If the foregoing conditions do not apply, the Company considers whether a general partner or managing member controls a limited partnership or limited liability company. The general partner in a limited partnership or managing member in a limited liability company is presumed to control that limited partnership or limited liability company. The presumption may be overcome if the limited partners or members have either (1) the substantive ability to dissolve the limited partnership or limited liability company or otherwise remove the general partner or managing member without cause or (2) substantive participating rights, which provide the limited partners or members with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited partnership’s or limited liability company’s business and thereby preclude the general partner or managing member from exercising unilateral control over the partnership or company. If these criteria are not met and the Company is the general partner or the managing member, as applicable, the Company will consolidate the partnership or limited liability company.

Investments that are not consolidated, over which the Company exercises significant influence but does not control, are accounted for under the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for the Company’s portion of earnings or losses and for cash contributions and distributions. Under the equity method of accounting, the Company’s investment is reflected in the condensed consolidated balance sheets and its share of net income or loss is included in the condensed consolidated statements of operations and comprehensive income.

For all investments in unconsolidated entities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing, new product initiatives and new collaborative agreements.

Investments in Equity Securities

Investments in Equity Securities:

The Company, through its Operating Partnership, may hold investments in equity securities in certain publicly-traded companies. The Company does not acquire investments for trading purposes and, as a result, all of the Company’s investments in publicly-traded companies are considered “available-for-sale” and are recorded at fair value. Changes in the fair value of investments classified as available-for-sale are recorded in other comprehensive income (loss). The fair value of the Company’s equity securities in publicly-traded companies is determined based upon the closing trading price of the equity security as of the balance sheet date. The cost of investments sold is determined by the specific identification method, with net realized gains and losses included in other income. For all investments in equity securities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing and new product and service initiatives.

During the three months ended September 30, 2014, the Company purchased approximately 434,000 shares of preferred stock in public companies within the real estate industry for an initial cost basis of approximately $10.4 million.

Investments in equity securities, which are included in other assets on the accompanying consolidated balance sheets, consisted of the following (in thousands):

	September 30, 2014			December 31, 2013
Equity securities, initial cost basis	$	10,455		$	—
Gross unrealized gains		41			—
Gross unrealized losses		(63	)		—
Equity securities, fair value(1)	$	10,433		$	—

⁽¹⁾  Determination of fair value is classified as Level 1 in the fair value hierarchy based on the use of quoted prices in active markets (see section entitled “Fair Value of Financial Instruments” below).

Share-Based Payments

Share-Based Payments:

All share-based payments to employees are recognized in earnings based on their fair value on the date of grant. Through September 30, 2014, the Company has awarded only restricted stock awards under its incentive award plan, which are based on shares of the Parent Company’s common stock. The fair value of equity awards that include only service or performance vesting conditions is determined based on the closing market price of the underlying common stock on the date of grant. The fair value of equity awards that include one or more market vesting conditions is determined based on the use of a widely accepted valuation model. The fair value of equity grants is amortized to general and administrative expense ratably over the requisite service period for awards that include only service vesting conditions and utilizing a graded vesting method (an accelerated vesting method in which the majority of compensation expense is recognized in earlier periods) for awards that include one or more market vesting conditions, adjusted for anticipated forfeitures.

Purchase Accounting

Purchase Accounting:

The Company, with the assistance of independent valuation specialists as needed, records the purchase price of acquired properties as tangible and identified intangible assets and liabilities based on their respective fair values. Tangible assets (building and land) are recorded based upon the Company’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered include an estimate of carrying costs during the expected lease-up periods taking into account current market conditions and costs to execute similar leases. The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, site improvements and leasing costs are based upon current market replacement costs and other relevant market rate information. Additionally, the purchase price of the applicable property is recorded as the above- or below-market value of in-place leases, the value of in-place leases and above- or below-market value of debt assumed, as applicable.

The value recorded as the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between: (1) the contractual amounts to be paid pursuant to the lease over its remaining term, and (2) the Company’s estimate of the amounts that would be paid using fair market rates at the time of acquisition over the remaining term of the lease. The amounts recorded as above-market leases are included in lease intangible assets, net in the Company’s accompanying condensed consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term of the acquired leases with each property. The amounts recorded as below-market lease values are included in lease intangible liabilities, net in the Company’s accompanying condensed consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term plus any below-market fixed price renewal options of the acquired leases with each property.

The value recorded as above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded as above- or below-market debt are included in mortgage payables, net in the Company’s accompanying condensed consolidated balance sheets and are amortized to interest expense over the remaining term of the assumed mortgage.

Tenant receivables

Tenant receivables:

Tenant receivables and deferred rent are carried net of the allowances for uncollectible current tenant receivables and deferred rent. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company maintains an allowance for deferred rent receivable arising from the straight-lining of rents. Such allowances are charged to bad debt expense which is included in other operating expenses on the accompanying condensed consolidated statement of operations. The Company’s determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. At September 30, 2014 and December 31, 2013, the Company had $484,000 and $895,000, respectively, in allowances for uncollectible accounts (including straight-line deferred rent receivables) as determined to be necessary to reduce receivables to the estimate of the amount recoverable. During the three months ended September 30, 2014 and 2013, $97,000 and $517,000, respectively, of receivables were charged to bad debt expense. During the nine months ended September 30, 2014 and 2013, $469,000 and $959,000, respectively, of receivables were charged to bad debt expense.

Non-controlling Interests

Non-controlling Interests:

Non-controlling interests on the condensed consolidated balance sheets of the Parent Company relate to the OP units that are not owned by the Parent Company and the portion of consolidated joint ventures not owned by the Parent Company. The OP units not held by the Parent Company may be redeemed by the Parent Company at the holder’s option for cash. The Parent Company, at its option, may satisfy the redemption obligation with common stock on a one-for-one basis, which has been further evaluated to determine that permanent equity classification on the balance sheets is appropriate.

During the nine months ended September 30, 2013, a total of 19,904 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Company for redemption, resulting in the issuance of 22,074 shares of the Parent Company’s common stock. The OP units were redeemed for common stock on a one-for-one basis, with additional common stock provided as a result of the accompanying additional redemption obligation that guaranteed consideration equal to $14.00 per OP unit on the date of redemption. The remaining additional redemption obligation of $246,000 associated with the 2011 Edwards Theatres acquisition expired on March 11, 2013 and was reclassified and recognized as a gain in changes in fair value of financial instruments and gain on OP unit redemption (net of a loss of $16,000 on the OP unit redemption) on the accompanying condensed consolidated financial statements. The remaining outstanding OP units related to the 2011 Edwards Theatres acquisition continue to be redeemable by the OP unitholders for cash or common stock on a one-for-one basis (the determination of redemption for cash or common stock is at the Parent Company’s option).

Non-controlling interests on the condensed consolidated balance sheets of the Operating Partnership represent the portion of equity that the Operating Partnership does not own in those entities it consolidates.

Concentration of Risk

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the periods, the Company had deposits in excess of the FDIC insurance limit.

In the three and nine months ended September 30, 2014 and 2013, no tenant accounted for more than 10% of revenues.

At September 30, 2014, the Company’s gross real estate assets in the states of California, Arizona, Utah, Texas and Virginia represented approximately 21.5%, 15.0%, 13.7%, 13.4% and 12.9%, respectively, of the Company’s total assets. At December 31, 2013, the Company’s gross real estate assets in the states of California, Arizona, Virginia and Texas represented approximately 23.9%, 17.6%, 14.7% and 13.7%, respectively, of the Company’s total assets. For the nine months ended September 30, 2014, the Company’s revenues derived from properties located in the states of California, Arizona, Virginia and Texas represented approximately 23.0%, 18.6%, 12.1% and 11.4%, respectively, of the Company’s total revenues. For the nine months ended September 30, 2013, the Company’s revenues derived from properties located in the states of California, Arizona, Virginia and Texas represented approximately 22.5%, 18.2%, 11.8% and 11.2%, respectively, of the Company’s total revenues.

Management Estimates

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments:

The Company measures financial instruments and other items at fair value where required under GAAP, but has elected not to measure any additional financial instruments and other items at fair value as permitted under fair value option accounting guidance.

Fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, there is a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the assets or liabilities, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company has used interest rate swaps to manage its interest rate risk (see Note 11). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Changes in the fair value of financial instruments (other than derivative instruments for which an effective hedging relationship exists and available-for-sale securities) are recorded as a charge against earnings in the condensed consolidated statements of operations in the period in which they occur. The Company estimates the fair value of financial instruments at least quarterly based on current facts and circumstances, projected cash flows, quoted market prices and other criteria (primarily utilizing Level 3 inputs). The Company may also utilize the services of independent third-party valuation experts to estimate the fair value of financial instruments, as necessary.

Derivative Instruments

Derivative Instruments:

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, from time to time the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

In addition, from time to time the Company may execute agreements in connection with business combinations that include embedded derivative instruments as part of the consideration provided to the sellers of the properties. Although these embedded derivative instruments are not intended as hedges of risks faced by the Company, they can provide additional consideration to the Company’s selling counterparties and may be a key component of negotiations.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily 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 amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company records all derivative instruments on the condensed consolidated balance sheets at their fair value. In determining the fair value of derivative instruments, the Company also considers the credit risk of its counterparties, which typically constitute larger financial institutions engaged in providing a wide variety of financial services. These financial institutions generally face similar risks regarding changes in market and economic conditions, including, but not limited to, changes in interest rates, exchange rates, equity and commodity pricing and credit spreads.

Accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative, whether it has been designated as a hedging instrument and whether the hedging relationship has continued to satisfy the criteria to apply hedge accounting. For derivative instruments qualifying as cash flow hedges, the effective portion of changes in the fair value is initially recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in the cash flows of the derivative hedging instrument with the changes in the cash flows of the hedged item or transaction.

The Company formally documents the hedging relationship for all derivative instruments, has accounted for its interest rate swap agreements as cash flow hedges and does not utilize derivative instruments for trading or speculative purposes.

Changes in Accumulated Other Comprehensive Loss

Changes in Accumulated Other Comprehensive Loss:

The following table reflects amounts that were reclassified from accumulated other comprehensive loss and included in earnings for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Parent Company						Operating Partnership
	Nine Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Balance – January 1	$	—		$	(572	)	$	—		$	(620	)
Unrealized loss on interest rate swaps:
Unrealized loss		—			(19	)		—			(19	)
Amount reclassified and recognized in net income(1)		—			495			—			495
Unrealized gain on investment in equity securities:
Unrealized loss		(22	)		—			(22	)		—
Net change in other comprehensive income		(22	)		476			(22	)		476
Total other comprehensive loss allocable to non-controlling interests		—			(11	)		—			—
Balance – September 30	$	(22	)	$	(107	)	$	(22	)	$	(144	)

⁽¹⁾  Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the condensed consolidated statements of operations ($171,000 was recognized in interest expense for the three months ended September 30, 2013 – see Note 11).

Revision to Consolidated Financial Statements

Revision to Consolidated Financial Statements:

Subsequent to the issuance of the Parent Company’s consolidated financial statements for the year ended December 31, 2013, the Parent Company determined that certain dividends paid that were reflected as a reduction of additional paid-in capital should have been reflected as a reduction of available retained earnings. The Parent Company reviewed the impact of this correction with respect to the prior period consolidated financial statements and determined that the correction was not material. However, the Parent Company has revised the accompanying condensed consolidated balance sheet at December 31, 2013 to reflect this correction in the prior period. The effect of the correction to the consolidated balance sheets is an increase to additional paid-in capital and a corresponding decrease to retained earnings of $18.1 million at December 31, 2013. The effect of the correction to the consolidated statement of equity for the nine months ended September 30, 2013 was an increase in reported additional paid-in capital from $469.0 million to $484.8 million and a decrease in reported cumulative (deficit) retained earnings from $15.7 million to $0. The condensed consolidated statement of equity for the nine months ended September 30, 2014 included herein reflects a reclassification of $18.1 million from additional paid-in capital to retained earnings relating to the year ended December 31, 2013. This correction had no effect on previously reported revenues, net income, earnings per share, cash flows or total stockholders’ equity.

Recent Accounting Pronouncements

Recent Accounting Pronouncements:

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. The Company chose to early adopt ASU 2014-08 on January 1, 2014, which did not have a material impact on the Company’s consolidated financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition – Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update require companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 31, 2016 and for interim periods therein and requires expanded disclosures. The Company is currently assessing the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations.

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Segment Disclosure

9 Months Ended

Sep. 30, 2014

Segment Disclosure

21. Segment Disclosure

The Company’s reportable segments consist of the three types of commercial real estate properties for which management internally evaluates operating performance and financial results: Office Properties, Multi-family Properties and Retail Properties. The Company was formed for the primary purpose of owning and operating Retail Properties. As such, administrative costs are shown under the Retail Properties segment. The Retail Properties operating segment also includes undeveloped land which the Company intends to develop into retail properties.

The Company evaluates the performance of the operating segments based upon property operating income. “Property Operating Income” is defined as operating revenues (rental revenue, tenant recoveries and other income) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses). The Company also evaluates interest expense, interest income, and depreciation and amortization by segment. Corporate general and administrative expense, interest expense related to corporate indebtedness and other non-recurring gains or losses are reflected within the Retail Properties operating segment as this constitutes the Company’s primary business objective and represents the majority of its operations. There is no intersegment activity.

The following tables reconcile the Company’s segment activity to its consolidated results of operations and financial position for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Office Properties:
Total revenues	$	2,233		$	2,052		$	6,627		$	6,428
Property operating expenses		(906	)		(906	)		(2,649	)		(2,593	)
Property operating income, as defined		1,327			1,146			3,978			3,835
Changes in fair value of contingent consideration		—			—			—			6
General and administrative costs		(1	)		(9	)		(6	)		(16	)
Depreciation and amortization		(905	)		(980	)		(2,708	)		(2,832	)
Interest expense		—			(194	)		(191	)		(579	)
Net income	$	421		$	(37	)	$	1,073		$	414
Multi-family Properties:
Total revenues	$	1,326		$	1,397		$	4,109		$	4,053
Property operating expenses		(453	)		(675	)		(1,412	)		(1,374	)
Property operating income, as defined		873			722			2,697			2,679
General and administrative costs		(15	)		206			(39	)		(104	)
Depreciation and amortization		(463	)		(460	)		(1,389	)		(2,298	)
Net income (loss)	$	395		$	468		$	1,269		$	277
Retail Properties:
Total revenues	$	26,675		$	25,482		$	80,725		$	72,257
Property operating expenses		(5,947	)		(6,137	)		(18,332	)		(16,622	)
Property operating income, as defined		20,728			19,345			62,393			55,635
Changes in fair value of contingent consideration		—			10			—			1,562
General and administrative costs		(4,273	)		(3,596	)		(12,218	)		(10,416	)
Depreciation and amortization		(9,844	)		(10,197	)		(30,322	)		(29,483	)
Interest expense		(6,387	)		(4,534	)		(17,165	)		(13,172	)
Interest income		103			49			205			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		402			1,089			3,133			4,489
Income from discontinued operations		—			12,319			—			12,455
Net income	$	402		$	13,408		$	3,133		$	16,944
Total Reportable Segments:
Total revenues	$	30,234		$	28,931		$	91,461		$	82,738
Property operating expenses		(7,306	)		(7,718	)		(22,393	)		(20,589	)
Property operating income, as defined		22,928			21,213			69,068			62,149
Changes in fair value of contingent consideration		—			10			—			1,568
General and administrative costs		(4,289	)		(3,399	)		(12,263	)		(10,536	)
Depreciation and amortization		(11,212	)		(11,637	)		(34,419	)		(34,613	)
Interest expense		(6,387	)		(4,728	)		(17,357	)		(13,751	)
Interest income		103			49			206			146
Income (loss) from equity in unconsolidated entities		75			12			240			(13	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			—			—			230
Income from continuing operations		1,218			1,520			5,475			5,180
Income from discontinued operations		—			12,319			—			12,455
Net income	$	1,218		$	13,839		$	5,475		$	17,635
Reconciliation to Condensed Consolidated Net Income Attributable to the Common Stockholders (Parent Company):
Total net income for reportable segments	$	1,218		$	13,839		$	5,475		$	17,635
Net income attributable to non-controlling interests		(70	)		(356	)		(227	)		(489	)
Net income attributable to Excel Trust, Inc.	$	1,148		$	13,483		$	5,248		$	17,146
Reconciliation to Condensed Consolidated Net Income Attributable to the Unitholders (Operating Partnership):
Total net income for reportable segments	$	1,218		$	13,839		$	5,475		$	17,635
Net income attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
Net income attributable to Excel Trust, L.P.	$	1,127		$	13,762		$	5,201		$	17,386

	September 30,		December 31,
	2014		2013
Assets:
Office Properties:
Total assets	$	63,477	$	67,273
Multi-family Properties:
Total assets		69,476		70,732
Retail Properties:
Total assets		1,261,474		1,080,816
Total Reportable Segments & Consolidated Assets:
Total assets	$	1,394,427	$	1,218,821

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Lease Intangible Assets Net (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
In-Place Leases
Finite-Lived Intangible Assets [Line Items]
Net of accumulated amortization for lease intangible assets	$ 28.2	$ 26.7
Weighted average remaining life of lease intangible assets (in months)	76 months	78 months
Above Market Leases
Finite-Lived Intangible Assets [Line Items]
Net of accumulated amortization for lease intangible assets	8.6	7.5
Weighted average remaining life of lease intangible assets (in months)	58 months	62 months
Leasing Commissions
Finite-Lived Intangible Assets [Line Items]
Net of accumulated amortization for lease intangible assets	$ 8.3	$ 7.1
Weighted average remaining life of lease intangible assets (in months)	95 months	99 months

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended				3 Months Ended	1 Months Ended	3 Months Ended	9 Months Ended		3 Months Ended		9 Months Ended				12 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended			12 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended
	Sep. 30, 2014 Customer	Sep. 30, 2013 Customer	Sep. 30, 2014 Customer	Sep. 30, 2013 Customer	Aug. 31, 2014	Dec. 31, 2013	Sep. 30, 2014 Notes Receivable	Aug. 31, 2014 Accrued Interest	Sep. 30, 2014 Accrued Interest	Sep. 30, 2014 Construction in progress Profit participation interests	Sep. 30, 2013 Scenario, Previously Reported	Sep. 30, 2014 Revenue	Sep. 30, 2013 Revenue	Sep. 30, 2014 Revenue	Sep. 30, 2013 Revenue	Sep. 30, 2014 Real Estate California Geographic Concentration Risk	Sep. 30, 2013 Real Estate California Geographic Concentration Risk	Dec. 31, 2013 Real Estate California Geographic Concentration Risk	Sep. 30, 2014 Real Estate Arizona Geographic Concentration Risk	Sep. 30, 2013 Real Estate Arizona Geographic Concentration Risk	Dec. 31, 2013 Real Estate Arizona Geographic Concentration Risk	Sep. 30, 2014 Real Estate UTAH Geographic Concentration Risk	Sep. 30, 2014 Real Estate Richmond, Virginia Geographic Concentration Risk	Sep. 30, 2013 Real Estate Richmond, Virginia Geographic Concentration Risk	Dec. 31, 2013 Real Estate Richmond, Virginia Geographic Concentration Risk	Sep. 30, 2014 Real Estate Texas Geographic Concentration Risk	Sep. 30, 2013 Real Estate Texas Geographic Concentration Risk	Dec. 31, 2013 Real Estate Texas Geographic Concentration Risk	Sep. 30, 2013 Edwards Theatres property	Sep. 30, 2014 Maximum	Sep. 30, 2014 Minimum
Summary Of Significant Accounting Policies [Line Items]
Highly liquid investments, maturity period																														3 months
Deferred rents	$ 3,100,000		$ 3,100,000			$ 3,500,000
Increase in Rental income	479,000	937,000	1,600,000	2,900,000
Straight-line rent adjustment	182,000	171,000	579,000	741,000
Annualized rate of return																														12.00%	8.00%
Costs related to grants of profit participation interests										3,600,000
Cash payment for property	1,100,000		22,598,000	16,215,000
Conversion of note receivable			910,000				910,000	160,000	160,000
Redemption of third party interest Agreed payment	2,000,000		2,000,000		2,000,000
Settlement as a percentage of excess of estimated fair value of related real estate	35.00%
Long-lived assets, impairment recorded			0	0
Long-lived assets to be disposed, impairment recorded			0	0
Preferred stock purchase, shares	434,000		434,000
Preferred stock purchase, value	10,400,000		10,400,000
Allowances for uncollectible accounts	484,000		484,000			895,000
Bad debt expense	97,000	517,000	469,000	959,000
OP units tendered for redemption																													19,904
Common stock issued in connection with redemption shares																													22,074
Consideration Per OP unit				14.00
Additional gains due to changes in fair value of financial instruments and gain on OP unit redemption				246,000
Loss on OP unit redemption				16,000
Guarantee by Federal deposit insurance corporation																														250,000
Concentration risk percentage												10.00%	10.00%	10.00%	10.00%	21.50%		23.00%	15.00%		18.60%	13.70%	12.90%		12.10%	13.40%		11.40%
Number of tenant with more than 10% of revenue	0	0	0	0
Concentration risk percentage of revenue																23.90%	22.50%		17.60%	18.20%			13.70%	11.80%		14.70%	11.20%
Prior period adjustment			18,100,000
Additional paid-in capital	606,040,000	484,800,000	606,040,000	484,800,000		478,541,000					469,000,000
Retained earnings (deficit)		$ 0		$ 0							$ 1,570,000

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2014

Depreciation of Estimated Lives of Assets

Property is recorded at cost and is depreciated using the straight-line method over the estimated lives of the assets as follows:

Building and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases

Schedule of Investment in Securities

Investments in equity securities, which are included in other assets on the accompanying consolidated balance sheets, consisted of the following (in thousands):

	September 30, 2014			December 31, 2013
Equity securities, initial cost basis	$	10,455		$	—
Gross unrealized gains		41			—
Gross unrealized losses		(63	)		—
Equity securities, fair value(1)	$	10,433		$	—

⁽¹⁾  Determination of fair value is classified as Level 1 in the fair value hierarchy based on the use of quoted prices in active markets (see section entitled “Fair Value of Financial Instruments” below).

Reclassified from Accumulated Other Comprehensive Loss

The following table reflects amounts that were reclassified from accumulated other comprehensive loss and included in earnings for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Parent Company						Operating Partnership
	Nine Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Balance – January 1	$	—		$	(572	)	$	—		$	(620	)
Unrealized loss on interest rate swaps:
Unrealized loss		—			(19	)		—			(19	)
Amount reclassified and recognized in net income(1)		—			495			—			495
Unrealized gain on investment in equity securities:
Unrealized loss		(22	)		—			(22	)		—
Net change in other comprehensive income		(22	)		476			(22	)		476
Total other comprehensive loss allocable to non-controlling interests		—			(11	)		—			—
Balance – September 30	$	(22	)	$	(107	)	$	(22	)	$	(144	)

⁽¹⁾  Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the condensed consolidated statements of operations ($171,000 was recognized in interest expense for the three months ended September 30, 2013 – see Note 11).

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2014

Pro forma Information

The following unaudited pro forma information for the three and nine months ended September 30, 2014 and 2013 has been prepared to reflect the incremental effect of the properties acquired in 2014 and 2013, as if such acquisitions had occurred on January 1, 2013 and January 1, 2012, respectively (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013
Revenues	$	33,508		$	33,185	$	102,146		$	99,377
Net income (loss)(1)	$	2,153		$	14,649	$	8,004		$	20,626
Earnings per share	$	(0.03	)	$	0.24	$	(0.04	)	$	0.25

⁽¹⁾  Pro forma results for the three and nine months ended September 30, 2014 were adjusted to exclude non-recurring acquisition costs of approximately $291,000 related to the 2014 acquisitions. Pro forma results for the three and nine months ended September 30, 2013 were adjusted to exclude non-recurring acquisition costs of approximately $109,000 and $166,000, respectively, related to the 2013 acquisitions, but to include these costs relating to the 2014 acquisitions.

Acquisitions in 2014

Schedule of Acquisitions

The Company completed the following property acquisitions in the nine months ended September 30, 2014, which were acquired for cash (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
The Family Center at Fort Union(1)	September 26, 2014	Midvale, UT	$	—
The Family Center at Orem(1)	September 26, 2014	Orem, UT	$	—

Allocation of Purchase Price

The following summary provides an allocation of purchase price for each of the above acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Purchase Price
The Family Center at Fort Union(2)	$	101,461	$	24,200	$	875	$	(11,048	)	$	15,983	$	131,471
The Family Center at Orem (2)		11,229		4,450		—		(296	)		1,577		16,960
Total	$	112,690	$	28,650	$	875	$	(11,344	)	$	17,560	$	148,431
Remaining useful life(3)						69		81			78

⁽¹⁾  On September 26, 2014, the Company completed the acquisition of a portfolio of two retail shopping centers, which are located in Utah. The purchase price of $148.4 million was paid entirely in cash.

⁽²⁾  As of September 30, 2014, the purchase price allocation related to the acquisition of the Family Center at Fort Union and Family Center at Orem properties was preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimates.

⁽³⁾  Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

Acquisitions in 2013

Schedule of Acquisitions

The Company completed the following property acquisitions in the nine months ended September 30, 2013, which were acquired for cash unless specified below (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
Tracy Pavilion	January 24, 2013	Tracy, CA	$	—
Stadium Center	July 1, 2013	Manteca, CA	$	—
League City Towne Center	August 1, 2013	League City, TX	$	—
Living Spaces-Promenade(1)	August 27, 2013	Scottsdale, AZ	$	7,268

Allocation of Purchase Price

The following summary provides an allocation of purchase price for each of the above acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/Discount			Other		Purchase Price
Tracy Pavilion	$	22,611	$	6,193	$	163	$	(1,136	)	$	2,907	$	—		$	—	$	30,738
Stadium Center		28,872		10,284		882		(2,939	)		4,051		—			—		41,150
League City Towne Center		24,767		10,858		315		(1,249	)		4,809		—			—		39,500
Living Spaces-Promenade(1)		1,038		14,514		—		(116	)		1,500		(936	)		—		16,000
Total	$	77,288	$	41,849	$	1,360	$	(5,440	)	$	13,267	$	(936	)	$	—	$	127,388
Remaining useful life(2)						54		108			75		76

⁽¹⁾  On August 27, 2013, the Company acquired a land parcel that was previously not owned at The Promenade retail property in Scottsdale, Arizona (not considered a separate property). The land parcel contains a building, which was constructed by the tenant and is subject to a ground lease.

⁽²⁾  Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

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Condensed Consolidated Statements of Capital (Excel Trust, L.P., USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended													12 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Common OP Units	Sep. 30, 2014 Preferred OP Units	Sep. 30, 2014 Preferred Operating Partnership Units 7.00% Series A cumulative convertible perpetual preferred units	Sep. 30, 2013 Preferred Operating Partnership Units 7.00% Series A cumulative convertible perpetual preferred units	Sep. 30, 2014 Preferred Operating Partnership Units 8.125% Series B cumulative redeemable preferred units	Sep. 30, 2013 Preferred Operating Partnership Units 8.125% Series B cumulative redeemable preferred units	Sep. 30, 2014 Preferred Operating Partnership Units Preferred OP Units 7.00% Series A cumulative convertible perpetual preferred units	Sep. 30, 2014 Limited Partners	Sep. 30, 2013 Limited Partners	Sep. 30, 2014 General Partner's Capital	Sep. 30, 2013 General Partner's Capital	Dec. 31, 2013 General Partner's Capital	Sep. 30, 2014 General Partner's Capital Common OP Units	Sep. 30, 2014 General Partner's Capital Preferred OP Units	Sep. 30, 2014 Accumulated Other Comprehensive Loss	Sep. 30, 2013 Accumulated Other Comprehensive Loss	Sep. 30, 2014 Total Partners' Capital	Sep. 30, 2013 Total Partners' Capital	Sep. 30, 2014 Total Partners' Capital Common OP Units	Sep. 30, 2014 Total Partners' Capital Preferred OP Units	Sep. 30, 2014 Noncontrolling Interests	Sep. 30, 2013 Noncontrolling Interests
Beginning balance	$ 627,384	$ 608,772			$ 47,703	$ 47,703	$ 88,720	$ 88,720		$ 2,166	$ 5,512	$ 487,134	$ 465,612	$ 465,612				$ (620)	$ 625,723	$ 606,927			$ 1,661	$ 1,845
Beginning balance (in units)										1,019,523	1,245,019	48,381,365	44,905,683	44,905,683
Net proceeds from issuance of common OP units	160,554	40,727										160,554	40,727						160,554	40,727
Net proceeds from sale of common OP units (in shares)												12,650,000	3,211,928	3,211,928
Repurchase of OP units			(1,407)	(17,434)					(15,957)						(1,407)	(1,477)					(1,407)	(17,434)
Repurchase of OP units (in units)															(105,775)
Forfeiture of restricted common OP unit awards
Forfeiture of restricted common OP unit awards (in units)												(466,864)
Issuance of restricted common OP unit awards
Issuance of restricted common OP unit awards (in units)												657,682	33,088
Redemption of common OP units		44									(235)		279							44
Redemption of common OP units (in units)											(19,904)		22,074
Noncash amortization of share-based compensation	3,117	1,713										3,117	1,713						3,117	1,713
OP unit distributions	(38,801)	(33,571)			(2,382)	(2,625)	(5,607)	(5,607)		(534)	(624)	(29,869)	(24,349)						(38,392)	(33,205)			(409)	(366)
Net income (loss)	5,475	17,635			2,382	2,625	5,607	5,607		(47)	240	(2,741)	8,914						5,201	17,386			274	249
Change in unrealized loss on investment in equity securities	(22)																(22)		(22)
Change in unrealized loss on interest rate swaps		476																476		476
Ending balance	$ 738,866	$ 635,796			$ 31,746	$ 47,703	$ 88,720	$ 88,720		$ 1,585	$ 4,893	$ 615,311	$ 492,896	$ 487,134			$ (22)	$ (144)	$ 737,340	$ 634,068			$ 1,526	$ 1,728
Ending balance (in units)										1,019,523	1,225,115	61,116,408	48,172,773	48,381,365

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Lease Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2014

Schedule of Lease Intangible Assets

Lease intangible assets, net consisted of the following at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(in thousands)
In-place leases, net of accumulated amortization of $28.2 million and $26.7 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 76 and 78 months as of September 30, 2014 and December 31, 2013, respectively)	$	50,057	$	47,058
Above-market leases, net of accumulated amortization of $8.6 million and $7.5 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 58 and 62 months as of September 30, 2014 and December 31, 2013, respectively)		11,538		13,725
Leasing commissions, net of accumulated amortization of $8.3 million and $7.1 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 95 and 99 months as of September 30, 2014 and December 31, 2013, respectively)		20,201		17,562
	$	81,796	$	78,345

Schedule of Estimated Amortization of Lease Intangible Assets

Estimated amortization of lease intangible assets as of September 30, 2014 for each of the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	5,001
2015		16,847
2016		12,679
2017		10,383
2018		8,538
Thereafter		28,348
Total	$	81,796

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Investment in Unconsolidated Entities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended			0 Months Ended			0 Months Ended				9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014 Excel Trust, Inc.	Dec. 31, 2013 Excel Trust, Inc.	Oct. 09, 2014 Subsequent Event	Sep. 30, 2014 La Costa LLC		Oct. 09, 2014 La Costa LLC Subsequent Event	Oct. 09, 2014 La Costa LLC Subsequent Event Excel Trust, Inc.	Sep. 30, 2014 Bay Hill Property		Sep. 30, 2014 Bay Hill Property Retail Space
Investments in and Advances to Affiliates [Line Items]
Ownership interests percentage holding by company					20.00%	[1]			50.00%	[2]	50.00%
Ownership interests percentage holding by GEM Reality Capital Inc		98.30%	97.90%		80.00%
Investment in unconsolidated entity, percentage of cash flow distribution entitled to receive	20.00%										50.00%
Sales price							$ 31.6	$ 6.3
Gain on sale of investment in unconsolidated properties				$ 1.3
Investment in unconsolidated entity, percentage of results of operations entitled to recognize											50.00%
Remaining interest owned by third party											50.00%

[1] At September 30, 2014, La Costa LLC had real estate assets of $23.6 million, total assets of $24.9 million, mortgages payable of $14.1 million and total liabilities of $14.4 million. At December 31, 2013, La Costa LLC had real estate assets of $23.4 million, total assets of $25.7 million, mortgages payable of $14.1 million and total liabilities of $14.5 million. Total revenues were $385,000 and $1.2 million, total expenses were $384,000 and $1.2 million (including interest expense) and net loss was $274,000 and $726,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $430,000 and $2.7 million, total expenses were $798,000 and $3.3 million (including interest expense) and net loss was $368,000 and $632,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note was assumed with the contribution of the property and bears interest at the rate of LIBOR plus a margin of 575 basis points (5.9% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of October 1, 2014, which may be extended for three additional one-year periods at La Costa LLC's election and upon the satisfaction of certain conditions (including the payment of an extension fee upon the exercise of the second and third renewal options, execution of an interest rate cap and the establishment of certain reserve accounts). La Costa LLC has also entered into an interest rate cap related to the mortgage note, which limits LIBOR to a maximum of 3.0% and expires on October 1, 2014.

[2] At September 30, 2014, Bay Hill had real estate assets of $36.5 million, total assets of $39.4 million, mortgages payable of $23.1 million and total liabilities of $25.1 million. At December 31, 2013, Bay Hill had real estate assets of $37.0 million, total assets of $39.9 million, mortgages payable of $23.4 million and total liabilities of $25.6 million. Total revenues were $959,000 and $2.9 million, total expenses were $508,000 and $1.6 million (including interest expense) and net income was $260,000 and $770,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $978,000 and $2.8 million, total expenses were $650,000 and $2.1 million (including interest expense) and net income was $174,000 and $230,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note assumed with the acquisition of the Bay Hill property bears interest at the rate of LIBOR plus a margin of 325 basis points (3.4% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of April 2, 2015, which may be extended for two additional one-year periods at the borrower's election and upon the satisfaction of certain conditions.

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2014

Discontinued Operations

The following table provides information regarding the disposition of the properties:

	(in thousands)
Property	Sales Price		Gain on Sale		Date of Sale		Acquisition Date
Walgreens — North Corbin	$	4,514	$	1,129		7/19/2013		5/24/2010
Grant Creek Town Center	$	32,343	$	10,926		9/13/2013		8/27/2010

The results of operations for the properties are reported as discontinued operations for all periods presented in the accompanying condensed consolidated statements of operations. The following table summarizes the revenue and expense components that comprise income from discontinued operations (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Total revenues	$	—	$	559		$	—	$	1,815
Total expenses		—		214			—		1,334
Income before non-controlling interests and gain on sale of real estate assets		—		345			—		481
Gain on sale of real estate assets		—		11,974			—		11,974
Non-controlling interest in discontinued operations(1)		—		(248	)		—		(229	)
Income from discontinued operations available to the common stockholders	$	—	$	12,071		$	—	$	12,226

⁽¹⁾  Amounts represent the portion of non-controlling interest related to OP units not held by the Parent Company that would be attributable to discontinued operations (no amounts would be allocable with respect to the condensed consolidated financial statements of the Operating Partnership).

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Pro Forma Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Business Acquisition [Line Items]
Revenues	$ 33,508		$ 33,185		$ 102,146		$ 99,377
Net income (loss)	$ 2,153	[1]	$ 14,649	[1]	$ 8,004	[1]	$ 20,626	[1]
Earnings per share	$ (0.03)		$ 0.24		$ (0.04)		$ 0.25

[1] Pro forma results for the three and nine months ended September 30, 2014 were adjusted to exclude non-recurring acquisition costs of approximately $291,000 related to the 2014 acquisitions. Pro forma results for the three and nine months ended September 30, 2013 were adjusted to exclude non-recurring acquisition costs of approximately $109,000 and $166,000, respectively, related to the 2013 acquisitions, but to include these costs relating to the 2014 acquisitions.

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Earnings Per Unit of the Operating Partnership - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Unvested Restricted Shares
Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	727,230	657,873	568,594	683,922
Excel Trust, L.P.
Computation Of Earnings Per Share [Line Items]
Dividend rate on preferred Series A stock	7.00%	7.00%	7.00%	7.00%
Excel Trust, L.P. | Unvested Restricted Shares
Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	727,230	657,873	568,594	683,922
Excel Trust, L.P. | 7.00% Series A cumulative convertible perpetual preferred units
Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	3,173,142	3,356,178	3,301,803	3,341,076

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Property:
Land	$ 409,013		$ 380,366
Buildings	754,860		642,356
Site improvements	69,137		63,242
Tenant improvements	62,454		54,025
Construction in progress	26,697		7,576
Less accumulated depreciation	(83,008)		(61,479)
Property, net	1,239,153		1,086,086
Cash and cash equivalents	6,143		3,245
Restricted cash	7,707		8,147
Tenant receivables, net	4,404		5,117
Lease intangibles, net	81,796		78,345
Deferred rent receivable	10,824		9,226
Other assets	36,022		20,135
Investment in unconsolidated entities	8,378		8,520
Total assets	1,394,427	[1]	1,218,821	[1]
Liabilities:
Mortgages payable, net	160,837		251,191
Notes payable	56,000		179,500
Unsecured notes	348,725		100,000
Accounts payable and other liabilities	40,821		21,700
Lease intangibles, net	36,260		28,114
Dividends/distributions payable	12,918		10,932
Total liabilities	655,561	[2]	591,437	[2]
Commitments and contingencies
Stockholders' equity
Common stock, $.01 par value, 200,000,000 shares authorized; 61,116,408 and 48,381,365 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively	610		482
Additional paid-in capital	606,040		478,541
Retained Earnings
Accumulated other comprehensive loss	(22)
Total stockholders' equity	727,094		615,446
Non-controlling interests	11,772		11,938
Total equity	738,866		627,384
Partners' capital:
Accumulated other comprehensive loss	(22)
Total liabilities and capital	1,394,427		1,218,821
Excel Trust, L.P.
Property:
Land	409,013		380,366
Buildings	754,860		642,356
Site improvements	69,137		63,242
Tenant improvements	62,454		54,025
Construction in progress	26,697		7,576
Less accumulated depreciation	(83,008)		(61,479)
Property, net	1,239,153		1,086,086
Cash and cash equivalents	6,143		3,245
Restricted cash	7,707		8,147
Tenant receivables, net	4,404		5,117
Lease intangibles, net	81,796		78,345
Deferred rent receivable	10,824		9,226
Other assets	36,022		20,135
Investment in unconsolidated entities	8,378		8,520
Total assets	1,394,427	[3]	1,218,821	[3]
Liabilities:
Mortgages payable, net	160,837		251,191
Notes payable	56,000		179,500
Unsecured notes	348,725		100,000
Accounts payable and other liabilities	40,821		21,700
Lease intangibles, net	36,260		28,114
Dividends/distributions payable	12,918		10,932
Total liabilities	655,561	[4]	591,437	[4]
Commitments and contingencies
Stockholders' equity
Accumulated other comprehensive loss	(22)
Partners' capital:
Limited partners' capital	1,585		2,167
General partner's capital	615,311		487,133
Accumulated other comprehensive loss	(22)
Total partners' capital	737,340		625,723
Non-controlling interests	1,526		1,661
Total capital	738,866		627,384
Total liabilities and capital	1,394,427		1,218,821
7.00% Series A cumulative convertible perpetual preferred units | Excel Trust, L.P.
Partners' capital:
Preferred units	31,746		47,703
8.125% Series B cumulative redeemable preferred units | Excel Trust, L.P.
Partners' capital:
Preferred units	88,720		88,720
7.00% Series A cumulative convertible perpetual preferred stock
Stockholders' equity
Preferred Stock	31,746		47,703
8.125% Series B cumulative redeemable preferred stock
Stockholders' equity
Preferred Stock	$ 88,720		$ 88,720

[1] Excel Trust, Inc.'s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a variable interest entity ("VIE") that can only be used to settle the liabilities of that VIE.

[2] Excel Trust, Inc.'s consolidated total liabilities at September 30, 2014 and December 31, 2013 include $232 and $220 of accounts payable and other liabilities of a VIE, respectively, that do not have recourse to Excel Trust, Inc.

[3] Excel Trust, L.P.'s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a VIE that can only be used to settle the liabilities of that VIE.

[4] Excel Trust, L.P.'s consolidated total liabilities at September 30, 2014 and December 31, 2013 include $232 and $220 of accounts payable and other liabilities of a VIE, respectively, that do not have recourse to Excel Trust, L.P.

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Schedule of Estimated Lives of Assets (Detail)	9 Months Ended
	Sep. 30, 2014
Property, Plant and Equipment [Line Items]
Tenant improvements	Shorter of the useful lives or the terms of the related leases
Maximum
Property, Plant and Equipment [Line Items]
Building and improvements	40 years
Minimum
Property, Plant and Equipment [Line Items]
Building and improvements	15 years

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Segment Disclosure - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2014 Segment
Segment Reporting Information [Line Items]
Number of real estate property held by segment	3

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net income	$ 5,475	$ 17,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	34,419	35,306
Changes in fair value of financial instruments and gain on OP unit redemption		(230)
Change in fair value of contingent consideration		(1,568)
Gain on sale of real estate assets		(11,974)
(Income) loss from equity in unconsolidated entities	(240)	13
Deferred rent receivable	(1,632)	(2,913)
Amortization of above- and below-market leases	(136)	205
Amortization of deferred balances	1,259	1,127
Bad debt expense	469	959
Share-based compensation expense	3,117	1,713
Distributions from unconsolidated entities	417	518
Change in assets and liabilities (net of the effect of acquisitions):
Tenant and other receivables	243	1,295
Other assets	(701)	(1,289)
Accounts payable and other liabilities	9,014	2,198
Net cash provided by operating activities	51,704	42,995
Cash flows from investing activities:
Acquisitions of property (including deposits for potential acquisition)	(153,440)	(121,175)
Development of property and property improvements	(22,598)	(16,215)
Investments in unconsolidated entities		(106)
Return of capital from unconsolidated entities		139
Disposition of real estate assets		4,355
Purchase of marketable securities	(10,455)
Receipt of master lease payments	507	384
Capitalized leasing costs	(835)	(1,538)
Restricted cash	440	(3,439)
Net cash used in investing activities	(186,381)	(137,595)
Cash flows from financing activities:
Issuance of common stock	160,908	41,098
Common stock offering costs	(316)
Repurchase of common stock	(1,407)
Repurchase of preferred stock	(17,434)
Payments on mortgages payable	(90,145)	(33,771)
Payments on notes payable	(222,000)	(40,500)
Proceeds from notes payable	98,500	159,000
Proceeds from unsecured notes	248,693
Distribution to non-controlling interests	(943)	(971)
Preferred stock dividends	(8,231)	(8,232)
Common stock dividends	(27,641)	(23,457)
Deferred financing costs	(2,409)	(680)
Net cash provided by financing activities	137,575	92,487
Net increase (decrease)	2,898	(2,113)
Cash and cash equivalents, beginning of period	3,245	5,596
Cash and cash equivalents, end of period	6,143	3,483
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized of $459 and $50	8,309	12,114
Non-cash investing and financing activity:
Assumption of net mortgage debt in connection with property acquisitions		8,204
Liabilities assumed in connection with property acquisitions	126	140
Disposition of real estate assets classified as a 1031 exchange (including gain on sale of real estate assets of $10,845)		31,104
Dividends payable	12,918
OP unit distributions payable	178	208
Accrued additions to operating and development properties	10,455	3,356
Change in unrealized loss on interest rate swaps		476
Change in unrealized loss on investment in equity securities	22
OP unit redemptions (common stock)		279
Reclassification of offering costs		364
Accrued offering costs	38
Reclassification of real estate to held for sale		3,226
Conversion of note receivable to property improvements	910
Accrued profit participation interests	1,654
Preferred Stock
Non-cash investing and financing activity:
Dividends payable	2,045	2,287
Common Stock
Non-cash investing and financing activity:
Dividends payable	10,695	8,189
Excel Trust, L.P.
Cash flows from operating activities:
Net income	5,475	17,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	34,419	35,306
Changes in fair value of financial instruments and gain on OP unit redemption		(230)
Change in fair value of contingent consideration		(1,568)
Gain on sale of real estate assets		(11,974)
(Income) loss from equity in unconsolidated entities	(240)	13
Deferred rent receivable	(1,632)	(2,913)
Amortization of above- and below-market leases	(136)	205
Amortization of deferred balances	1,259	1,127
Bad debt expense	469	959
Share-based compensation expense	3,117	1,713
Distributions from unconsolidated entities	417	518
Change in assets and liabilities (net of the effect of acquisitions):
Tenant and other receivables	243	1,295
Other assets	(701)	(1,289)
Accounts payable and other liabilities	9,014	2,198
Net cash provided by operating activities	51,704	42,995
Cash flows from investing activities:
Acquisitions of property (including deposits for potential acquisition)	(153,440)	(121,175)
Development of property and property improvements	(22,598)	(16,215)
Investments in unconsolidated entities		(106)
Return of capital from unconsolidated entities		139
Disposition of real estate assets		4,355
Purchase of equity securities	(10,455)
Receipt of master lease payments	507	384
Capitalized leasing costs	(835)	(1,538)
Restricted cash	440	(3,439)
Net cash used in investing activities	(186,381)	(137,595)
Cash flows from financing activities:
Issuance of common OP units	160,592	41,098
Payments on mortgages payable	(90,145)	(33,771)
Payments on notes payable	(222,000)	(40,500)
Proceeds from notes payable	98,500	159,000
Proceeds from unsecured notes	248,693
Distribution to non-controlling interests	(409)	(366)
Deferred financing costs	(2,409)	(680)
Net cash provided by financing activities	137,575	92,487
Net increase (decrease)	2,898	(2,113)
Cash and cash equivalents, beginning of period	3,245	5,596
Cash and cash equivalents, end of period	6,143	3,483
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized of $459 and $50	8,309	12,114
Non-cash investing and financing activity:
Assumption of net mortgage debt in connection with property acquisitions		8,204
Liabilities assumed in connection with property acquisitions	126	140
Disposition of real estate assets classified as a 1031 exchange (including gain on sale of real estate assets of $10,845)		31,104
Dividends payable	12,918
Accrued additions to operating and development properties	10,455	3,356
Change in unrealized loss on interest rate swaps		476
Change in unrealized loss on investment in equity securities	22
OP unit redemptions		279
Reclassification of offering costs		364
Accrued offering costs	38
Reclassification of real estate to held for sale		3,226
Conversion of note receivable to property improvements	910
Accrued profit participation interests	1,654
Excel Trust, L.P. | Preferred Stock
Cash flows from financing activities:
Repurchase of common OP units	(17,434)
OP unit distributions	(8,231)	(8,232)
Non-cash investing and financing activity:
OP unit distributions payable	2,045	2,287
Excel Trust, L.P. | Common Stock
Cash flows from financing activities:
Repurchase of common OP units	(1,407)
OP unit distributions	(28,175)	(24,062)
Non-cash investing and financing activity:
OP unit distributions payable	$ 10,873	$ 8,397

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Fair Value of Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Financial assets:
Note receivable (Other Assets), Carrying Amount		$ 750
Note receivable (Other Assets), Fair Value		750
Financial liabilities:
Mortgages notes payable, Carrying Amount	160,837	251,191
Notes payable, Carrying Amount	56,000	179,500
Notes payable, Fair Value	55,487	179,500
Unsecured notes, Carrying Amount	348,725	100,000
Mortgage Notes Payable
Financial liabilities:
Debt, Fair Value	166,776	254,473
Unsecured Notes
Financial liabilities:
Debt, Fair Value	$ 352,066	$ 100,000

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Lease Intangible Liabilities Net (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Lease Intangible Liabilities, Net [Line Items]
Below-market leases, net of accumulated amortization of $9.9 million and $7.9 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 108 and 123 months as of September 30, 2014 and December 31, 2013, respectively)	$ 36,260	$ 28,114

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Earnings Per Share of the Parent Company (Tables)

9 Months Ended

Sep. 30, 2014

Computations of Basic and Diluted Earnings Per Share/Unit

Computations of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 (in thousands, except share data) were as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Basic earnings per share:
Income from continuing operations	$	1,218		$	1,520		$	5,475		$	5,180
Preferred dividends		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred stock		(1,477	)		—			(1,477	)		—
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Income from continuing operations attributable to non-controlling interests		(70	)		(108	)		(227	)		(260	)
(Loss) income from continuing operations applicable to the common stockholders	$	(2,954	)	$	(1,441	)	$	(4,591	)	$	(3,638	)
Net (loss) income attributable to the common stockholders	$	(2,830	)	$	10,739		$	(4,218	)	$	8,914
Allocation to participating securities		(124	)		(143	)		(373	)		(326	)
Net (loss) income applicable to the common stockholders	$	(2,954	)	$	10,596		$	(4,591	)	$	8,588
Weighted-average common shares outstanding:
Basic and diluted		60,389,204			47,496,811			52,293,209			46,674,386
Basic and diluted earnings per share:
Loss from continuing operations per share attributable to the common stockholders	$	(0.05	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Income from discontinued operations per share attributable to the common stockholders		—			0.25			—			0.26
Net (loss) income per share attributable to the common stockholders	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18

Excel Trust, L.P.

Computations of Basic and Diluted Earnings Per Share/Unit

Computations of basic and diluted earnings per unit for the three and nine months ended September 30, 2014 and 2013 (in thousands, except unit data) were as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Basic earnings per unit:
Income from continuing operations	$	1,218		$	1,520		$	5,475		$	5,180
Preferred distributions		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred units		(1,477	)		—			(1,477	)		—
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Income from continuing operations attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
(Loss) income from continuing operations applicable to the unitholders	$	(2,975	)	$	(1,410	)	$	(4,638	)	$	(3,627	)
Net (loss) income attributable to the unitholders	$	(2,851	)	$	11,018		$	(4,265	)	$	9,154
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Net (loss) income applicable to the unitholders	$	(2,975	)	$	10,909		$	(4,638	)	$	8,828
Weighted-average common OP units outstanding:
Basic and diluted		61,408,727			48,721,926			53,493,570			47,904,824
Basic and diluted earnings per unit:
Loss from continuing operations per unit attributable to the unitholders	$	(0.05	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Income from discontinued operations per unit attributable to the unitholders		—			0.25			—			0.26
Net (loss) income per unit attributable to the unitholders	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18

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Mortgages Payable Net (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014		Dec. 31, 2013
Debt Instrument [Line Items]
Mortgage notes payable, net	$ 160,837		$ 251,191
Excel Trust, L.P.
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	159,749		249,894
Plus: (discount)/premium	1,088	[1]	1,297	[1]
Mortgage notes payable, net	160,837		251,191
Effective Interest Rate	0.05%		0.10%
Excel Trust, L.P. | Living Spaces-Promenade
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	6,875		7,075
Contractual Interest Rate	7.88%
Effective Interest Rate	4.59%
Monthly Payment	80	[2]
Maturity Date	2019-11
Excel Trust, L.P. | Promenade Corporate Center
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	46,586		47,957
Contractual Interest Rate	4.80%
Effective Interest Rate	4.80%
Monthly Payment	344	[2]
Maturity Date	2015-10
Excel Trust, L.P. | Edwards Theatres
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes			11,520
Excel Trust, L.P. | Excel Centre
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes			12,018
Excel Trust, L.P. | Merchant Central
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes			4,370
Excel Trust, L.P. | Red Rock Commons
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes			13,970
Excel Trust, L.P. | Gilroy Crossing
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes			45,836
Excel Trust, L.P. | 5000 South Hulen
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	13,237		13,421
Contractual Interest Rate	5.60%
Effective Interest Rate	6.90%
Monthly Payment	83	[2]
Maturity Date	2017-04
Excel Trust, L.P. | Lake Pleasant Pavilion
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	27,597		27,855
Contractual Interest Rate	6.09%
Effective Interest Rate	5.00%
Monthly Payment	143	[2]
Maturity Date	2017-10
Excel Trust, L.P. | Rite Aid - Vestavia Hills
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	880		1,015
Contractual Interest Rate	7.25%
Effective Interest Rate	7.25%
Monthly Payment	21	[2]
Maturity Date	2018-10
Excel Trust, L.P. | West Broad Village
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	39,700	[3]	39,700	[3]
Contractual Interest Rate	3.33%	[3]
Effective Interest Rate	3.33%	[3]
Monthly Payment	110	[2],[3]
Maturity Date	2020-05	[3]
Excel Trust, L.P. | Lowe's, Shippensburg
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	12,874		13,157
Contractual Interest Rate	7.20%
Effective Interest Rate	7.20%
Monthly Payment	110	[2]
Maturity Date	2031-10
Excel Trust, L.P. | Northside Mall
Debt Instrument [Line Items]
Carrying Amount of Mortgage Notes	12,000	[4]	12,000	[4]
Contractual Interest Rate	0.05%	[4]
Effective Interest Rate	1.05%	[4]
Monthly Payment	$ 1	[2],[4]
Maturity Date	2035-11	[4]

[1] Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter's discount for the issuance of redevelopment bonds.

[2] Amount represents the monthly payment of principal and interest at September 30, 2014.

[3] The loan at the West Broad Village property was refinanced in April 2013 and bears a fixed rate of 3.33% with a new maturity date of May 1, 2020. Debt payments are interest-only through May 2016.

[4] The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at September 30, 2014 and 0.10% at December 31, 2013). The interest rate on the bonds is currently priced off of the Securities Industry and Financial Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by the Company from the Company's unsecured revolving credit facility. An underwriter's discount related to the original issuance of the bonds with a remaining balance of $101,000 and $105,000 at September 30, 2014 and December 31, 2013, respectively, is being amortized as additional interest expense through November 2035.

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Discontinued Operations

9 Months Ended

Sep. 30, 2014

Discontinued Operations

15. Discontinued Operations

On July 19, 2013, the Company completed the disposition of the Walgreens property, located in North Corbin, Kentucky, for a sales price of approximately $4.5 million, excluding closing costs. On September 13, 2013, the Company completed the disposition of the Grant Creek Town Center property, located in Missoula, Montana, for a sales price of approximately $32.3 million, excluding closing costs. The Grant Creek Town Center property sale was classified as an exchange pursuant to section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”); therefore, the funds were restricted as to their usage and were reflected as restricted cash on the condensed consolidated balance sheets at September 30, 2013. The Company subsequently utilized the funds to provide the purchase price for the acquisition of two properties during the three months ended December 31, 2013.

All properties sold were part of the retail properties segment – see Note 21. The following table provides information regarding the disposition of the properties:

	(in thousands)
Property	Sales Price		Gain on Sale		Date of Sale		Acquisition Date
Walgreens — North Corbin	$	4,514	$	1,129		7/19/2013		5/24/2010
Grant Creek Town Center	$	32,343	$	10,926		9/13/2013		8/27/2010

The results of operations for the properties are reported as discontinued operations for all periods presented in the accompanying condensed consolidated statements of operations. The following table summarizes the revenue and expense components that comprise income from discontinued operations (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Total revenues	$	—	$	559		$	—	$	1,815
Total expenses		—		214			—		1,334
Income before non-controlling interests and gain on sale of real estate assets		—		345			—		481
Gain on sale of real estate assets		—		11,974			—		11,974
Non-controlling interest in discontinued operations(1)		—		(248	)		—		(229	)
Income from discontinued operations available to the common stockholders	$	—	$	12,071		$	—	$	12,226

⁽¹⁾  Amounts represent the portion of non-controlling interest related to OP units not held by the Parent Company that would be attributable to discontinued operations (no amounts would be allocable with respect to the condensed consolidated financial statements of the Operating Partnership).

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Derivatives and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2014

Effect of Company's Derivative Financial Instruments on Condensed Consolidated Statements of Operations

The tables below present the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Amount of unrealized loss recognized in OCI (effective portion):
Interest rate swaps	$	—	$	(7	)	$	—	$	(19	)
Other derivatives		—		—			—		—
Total	$	—	$	(7	)	$	—	$	(19	)
Amount of loss reclassified from accumulated OCI into income (effective portion):
Interest rate swaps (interest expense)	$	—	$	(171	)	$	—	$	(495	)
Other derivatives		—		—			—		—
Total	$	—	$	(171	)	$	—	$	(495	)
Amount of gain recognized in income (ineffective portion and amount excluded from effectiveness testing):
Interest rate swaps (other income/expense)	$	—	$	—		$	—	$	—
Other derivatives (changes in fair value of financial instruments and gain on OP unit redemption)		—		—			—		230
Total	$	—	$	—		$	—	$	230

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Reconciliation of Company's Segment Financial Operations Activity (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 1,394,427	[1]	$ 1,218,821	[1]
Office Properties
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	63,477		67,273
Multi-family Property
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	69,476		70,732
Retail Properties
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,261,474		1,080,816
Total Reportable Segments & Consolidated Assets
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 1,394,427		$ 1,218,821

[1] Excel Trust, Inc.'s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a variable interest entity ("VIE") that can only be used to settle the liabilities of that VIE.

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Income Taxes

9 Months Ended

Sep. 30, 2014

Income Taxes

17. Income Taxes

Income Taxes of the Parent Company

The Parent Company elected to be taxed as a REIT under the Code, beginning with the taxable year ended December 31, 2010. To qualify as a REIT, the Parent Company must meet a number of organizational and operational requirements, including the requirement that it distribute currently at least 90% of its REIT taxable income to its stockholders (excluding any net capital gain). It is the Parent Company’s intention to comply with these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to corporate federal, state or local income taxes on income it distributes currently (in accordance with the Code and applicable regulations) to its stockholders. If the Parent Company fails to qualify as a REIT in any taxable year, then it will be subject to federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent tax years. Even if the Parent Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income, properties and operations and to federal income and excise taxes on its taxable income not distributed in the amounts and in the time frames prescribed by the Code and applicable regulations thereunder and on the taxable income of any of its taxable REIT subsidiaries.

Income Taxes of the Operating Partnership

As a partnership, the allocated share of income of the Operating Partnership is included in the income tax returns of the general and limited partners. Accordingly, no accounting for income taxes is required in the accompanying condensed consolidated financial statements. The Operating Partnership may be subject to certain state or local taxes on its income and property.

The Operating Partnership has formed a taxable REIT subsidiary (the “TRS”) on behalf of the Parent Company. In general, the TRS may perform non-customary services for tenants, hold assets that the Parent Company cannot hold directly and, except for the operation or management of health care facilities or lodging facilities or the providing of any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated, may engage in any real estate or non-real estate related business. The TRS is subject to corporate federal income taxes on its taxable income at regular corporate tax rates. The TRS accounts for income taxes in accordance with the provisions of the Income Taxes Topic of the FASB ASC, which requires the Company to account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases.

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Mortgage Debt Maturities (Detail) (Excel Trust, L.P., USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Excel Trust, L.P.
Debt Instrument [Line Items]
2014 (remaining three months)	$ 971
2015	47,918
2016	2,362
2017	41,446
2018	2,196
Thereafter	64,856
Long-term Debt, Gross	$ 159,749	$ 249,894

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Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Payments For Interest Amounts Capitalized	$ 459	$ 50
1031 exchange gain on sale of real estate	10,854
Excel Trust, L.P.
Cash Payments For Interest Amounts Capitalized	459	50
1031 exchange gain on sale of real estate	$ 10,845

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Preferred stock, shares authorized	50,000,000		50,000,000
Common stock, par value	$ 0.01		$ 0.01
Common stock, shares authorized	200,000,000		200,000,000
Common stock, shares issued	61,116,408		48,381,365
Common stock, shares outstanding	61,116,408		48,381,365
Total Asset	$ 1,394,427	[1]	$ 1,218,821	[1]
Total Liabilities	655,561	[2]	591,437	[2]
Excel Trust, L.P.
Total Asset	1,394,427	[3]	1,218,821	[3]
Total Liabilities	655,561	[4]	591,437	[4]
Preferred units, units authorized	50,000,000		50,000,000
Limited partners' capital, units issued	1,019,523		1,019,523
Limited partners' capital, units outstanding	1,019,523		1,019,523
General partner's capital, units issued	61,116,408		48,381,365
General partner's capital, units outstanding	61,116,408		48,381,365
7.00% Series A cumulative convertible perpetual preferred stock
Preferred stock dividend rate percentage	7.00%		7.00%
Liquidation preference	50,000		50,000
Liquidation preference, per share	$ 25.00		$ 25.00
Preferred stock, shares issued	1,330,975		2,000,000
Preferred stock, shares outstanding	1,330,975		2,000,000
8.125% Series B cumulative redeemable preferred stock
Preferred stock dividend rate percentage	8.125%		8.125%
Liquidation preference	92,000		92,000
Liquidation preference, per share	$ 25.00		$ 25.00
Preferred stock, shares issued	3,680,000		3,680,000
Preferred stock, shares outstanding	3,680,000		3,680,000
Variable Interest Entities
Total Asset	15,146		15,470
Variable Interest Entities | Excel Trust, L.P.
Total Asset	15,146		15,470
Variable Interest Entities | Accounts Payable And Other Liabilities
Total Liabilities	232		220
Variable Interest Entities | Accounts Payable And Other Liabilities | Excel Trust, L.P.
Total Liabilities	232		220
7.00% Series A cumulative convertible perpetual preferred units | Excel Trust, L.P.
Preferred stock dividend rate percentage	7.00%		7.00%
Liquidation preference	50,000		50,000
Liquidation preference, per unit	25.00		25.00
Preferred units, units issued	1,330,975		2,000,000
Preferred units, units outstanding	1,330,975		2,000,000
8.125% Series B cumulative redeemable preferred units | Excel Trust, L.P.
Preferred stock dividend rate percentage	8.125%		8.125%
Liquidation preference	$ 92,000		$ 92,000
Liquidation preference, per unit	25.00		25.00
Preferred units, units issued	3,680,000		3,680,000
Preferred units, units outstanding	3,680,000		3,680,000

[1] Excel Trust, Inc.'s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a variable interest entity ("VIE") that can only be used to settle the liabilities of that VIE.

[2] Excel Trust, Inc.'s consolidated total liabilities at September 30, 2014 and December 31, 2013 include $232 and $220 of accounts payable and other liabilities of a VIE, respectively, that do not have recourse to Excel Trust, Inc.

[3] Excel Trust, L.P.'s consolidated total assets at September 30, 2014 and December 31, 2013 include $15,146 and $15,470, respectively, of assets (primarily real estate assets) of a VIE that can only be used to settle the liabilities of that VIE.

[4] Excel Trust, L.P.'s consolidated total liabilities at September 30, 2014 and December 31, 2013 include $232 and $220 of accounts payable and other liabilities of a VIE, respectively, that do not have recourse to Excel Trust, L.P.

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Earnings Per Share of the Parent Company

9 Months Ended

Sep. 30, 2014

Earnings Per Share of the Parent Company

9. Earnings Per Share of the Parent Company

Basic earnings (loss) per share of the Parent Company is computed by dividing income (loss) applicable to common stockholders by the weighted-average shares outstanding, as adjusted for the effect of participating securities. The Parent Company’s unvested restricted share awards are participating securities as they contain non-forfeitable rights to dividends. The impact of unvested restricted share awards on earnings (loss) per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends and the unvested restricted shares’ participation rights in undistributed earnings.

The calculation of diluted earnings per share for the three and nine months ended September 30, 2014 does not include 727,230 and 568,594 shares, respectively, of unvested restricted common stock or 1,019,523 OP units as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. The calculation of diluted earnings per share for the three and nine months ended September 30, 2013 does not include 657,873 and 683,922 shares, respectively, of unvested restricted common stock or 1,225,115 and 1,230,437 OP units, respectively, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. In addition, 3,173,142 and 3,301,803 shares of common stock for the three and nine months ended September 30, 2014, respectively, and 3,356,178 and 3,341,076 shares of common stock for the three and nine months ended September 30, 2013, respectively, which were issuable upon settlement of the conversion feature of the 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (“Series A preferred stock”), were anti-dilutive and were not included in the calculation of diluted earnings per share based on the “if converted” method.

Computations of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 (in thousands, except share data) were as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Basic earnings per share:
Income from continuing operations	$	1,218		$	1,520		$	5,475		$	5,180
Preferred dividends		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred stock		(1,477	)		—			(1,477	)		—
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Income from continuing operations attributable to non-controlling interests		(70	)		(108	)		(227	)		(260	)
(Loss) income from continuing operations applicable to the common stockholders	$	(2,954	)	$	(1,441	)	$	(4,591	)	$	(3,638	)
Net (loss) income attributable to the common stockholders	$	(2,830	)	$	10,739		$	(4,218	)	$	8,914
Allocation to participating securities		(124	)		(143	)		(373	)		(326	)
Net (loss) income applicable to the common stockholders	$	(2,954	)	$	10,596		$	(4,591	)	$	8,588
Weighted-average common shares outstanding:
Basic and diluted		60,389,204			47,496,811			52,293,209			46,674,386
Basic and diluted earnings per share:
Loss from continuing operations per share attributable to the common stockholders	$	(0.05	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Income from discontinued operations per share attributable to the common stockholders		—			0.25			—			0.26
Net (loss) income per share attributable to the common stockholders	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18

Excel Trust, L.P.

Earnings Per Share of the Parent Company

10. Earnings Per Unit of the Operating Partnership

Basic earnings (loss) per unit of the Operating Partnership is computed by dividing income (loss) applicable to unitholders by the weighted-average OP units outstanding, as adjusted for the effect of participating securities. The Operating Partnership’s unvested restricted OP unit awards are participating securities as they contain non-forfeitable rights to dividends. The impact of unvested restricted OP unit awards on earnings (loss) per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted OP unit awards based on distributions and the unvested restricted OP units’ participation rights in undistributed earnings.

The calculation of diluted earnings per unit for the three and nine months ended September 30, 2014 does not include 727,230 and 568,594 unvested restricted OP units, respectively, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. The calculation of diluted earnings per unit for the three and nine months ended September 30, 2013 does not include 657,873 and 683,922 unvested restricted OP units, respectively, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. In addition, 3,173,142 and 3,301,803 OP units for the three and nine months ended September 30, 2014, respectively, and 3,356,178 and 3,341,076 OP units for the three and nine months ended September 30, 2013, respectively, which were issuable upon settlement of the conversion feature of the 7.00% Series A Cumulative Convertible Perpetual Preferred Units (“Series A preferred units”), were anti-dilutive and were not included in the calculation of diluted earnings per unit based on the “if converted” method.

Computations of basic and diluted earnings per unit for the three and nine months ended September 30, 2014 and 2013 (in thousands, except unit data) were as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Basic earnings per unit:
Income from continuing operations	$	1,218		$	1,520		$	5,475		$	5,180
Preferred distributions		(2,501	)		(2,744	)		(7,989	)		(8,232	)
Cost of redemption of preferred units		(1,477	)		—			(1,477	)		—
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Income from continuing operations attributable to non-controlling interests		(91	)		(77	)		(274	)		(249	)
(Loss) income from continuing operations applicable to the unitholders	$	(2,975	)	$	(1,410	)	$	(4,638	)	$	(3,627	)
Net (loss) income attributable to the unitholders	$	(2,851	)	$	11,018		$	(4,265	)	$	9,154
Allocation to participating securities		(124	)		(109	)		(373	)		(326	)
Net (loss) income applicable to the unitholders	$	(2,975	)	$	10,909		$	(4,638	)	$	8,828
Weighted-average common OP units outstanding:
Basic and diluted		61,408,727			48,721,926			53,493,570			47,904,824
Basic and diluted earnings per unit:
Loss from continuing operations per unit attributable to the unitholders	$	(0.05	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Income from discontinued operations per unit attributable to the unitholders		—			0.25			—			0.26
Net (loss) income per unit attributable to the unitholders	$	(0.05	)	$	0.22		$	(0.09	)	$	0.18

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Reconciliation of Financial Instruments Remeasured on Recurring Basis (Parenthetical) (Detail) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Financial Instruments Measured At Fair Value On Recurring Basis [Line Items]
Change in other asset related to business combinations	$ 507,000	$ 378,000
Increase in the estimated fair value of funds to be received from escrow		6,000
Change in contingent consideration		1,600,000
Contingent Liability Fair Value		205,000
Changes on derivative instruments related to business combination		274,000
Amount of gain included in earnings related to changes in fair value of derivative liability		246,000
Decrease due to redemption of OP units		$ 28,000

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) In Thousands, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets related to business combinations			$ 507	[1]
Investment in equity securities	10,433	[2]
Total	10,433
Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in equity securities	10,433	[2]
Total	10,433
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other assets related to business combinations			$ 507	[1]

[1] Amount reflects the fair value of funds expected to be received pursuant to master lease agreements executed in connection with the Promenade Corporate Center acquisition. The Company has estimated the fair value of the asset based on its expectations of the probability of leasing or releasing spaces within the term of the master lease agreements and corresponding estimates for time required to lease, lease rates and funds required for tenant improvements and lease commissions. This amount has been included in other assets in the accompanying condensed consolidated balance sheets, with subsequent changes in the fair value of the asset recorded as a gain (loss) in earnings in the period in which the change occurs.

[2] Amount reflects the Company's investment in equity securities of publicly-traded companies, which are considered available-for-sale and recorded at fair value based upon the closing trading

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 05, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	EXL
Entity Registrant Name	EXCEL TRUST, INC.
Entity Central Index Key	0001478950
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		61,116,408
Excel Trust, L.P.
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Registrant Name	EXCEL TRUST, L.P.
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding

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Derivatives and Hedging Activities

9 Months Ended

Sep. 30, 2014

Derivatives and Hedging Activities

11. Derivatives and Hedging Activities

In December 2010, the Company executed two pay-fixed interest rate swaps with a notional value of $55.8 million (weighted-average interest rate of 1.41%) to hedge the variable cash flows associated with one of the Company’s mortgage payables. As a result of the interest rate swaps, the Company either (1) received the difference between a fixed interest rate (the “Strike Rate”) and one-month LIBOR if the Strike Rate was less than LIBOR or (2) paid such difference if the Strike Rate was greater than LIBOR. No initial investment was made to enter into either of the interest rate swap agreements. The two interest rate swaps were settled in December 2013 in connection with the repayment of the underlying mortgage note at the Park West Place property. The Company had no derivative financial instruments outstanding at September 30, 2014 and had no derivative financial instruments outstanding prior to the execution of the two swaps.

During the three and nine months ended September 30, 2013, the Company did not record any amounts in earnings attributable to hedge ineffectiveness.

Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Amount of unrealized loss recognized in OCI (effective portion):
Interest rate swaps	$	—	$	(7	)	$	—	$	(19	)
Other derivatives		—		—			—		—
Total	$	—	$	(7	)	$	—	$	(19	)
Amount of loss reclassified from accumulated OCI into income (effective portion):
Interest rate swaps (interest expense)	$	—	$	(171	)	$	—	$	(495	)
Other derivatives		—		—			—		—
Total	$	—	$	(171	)	$	—	$	(495	)
Amount of gain recognized in income (ineffective portion and amount excluded from effectiveness testing):
Interest rate swaps (other income/expense)	$	—	$	—		$	—	$	—
Other derivatives (changes in fair value of financial instruments and gain on OP unit redemption)		—		—			—		230
Total	$	—	$	—		$	—	$	230

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Non-Vested Shares of Companys Restricted Common Stock (Parenthetical) (Detail)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock retired during the period	105,775	0
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock retired during the period	561

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Income Taxes - Additional Information (Detail) (Minimum)	9 Months Ended
	Sep. 30, 2014
Minimum
Income Tax Disclosure [Line Items]
Percentage of REIT taxable income distributed to stockholders	90.00%

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Condensed Consolidated Statements of Operations and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:
Rental revenue	$ 24,750	$ 23,556	$ 74,836	$ 67,685
Tenant recoveries	5,057	5,022	15,168	14,099
Other income	427	353	1,457	954
Total revenues	30,234	28,931	91,461	82,738
Expenses:
Maintenance and repairs	2,030	1,821	6,439	5,239
Real estate taxes	3,148	3,354	9,443	9,312
Management fees	496	698	1,533	1,331
Other operating expenses	1,632	1,845	4,978	4,707
Change in fair value of contingent consideration		(10)		(1,568)
General and administrative	4,289	3,399	12,263	10,536
Depreciation and amortization	11,212	11,637	34,419	34,613
Total expenses	22,807	22,744	69,075	64,170
Operating income	7,427	6,187	22,386	18,568
Interest expense	(6,387)	(4,728)	(17,357)	(13,751)
Interest income	103	49	206	146
Income (loss) from equity in unconsolidated entities	75	12	240	(13)
Changes in fair value of financial instruments and gain on OP unit redemption				230
Income from continuing operations	1,218	1,520	5,475	5,180
Income from discontinued operations before gain on sale of real estate assets		345		481
Gain on sale of real estate assets		11,974		11,974
Income from discontinued operations		12,319		12,455
Net income	1,218	13,839	5,475	17,635
Net income attributable to non-controlling interests	(70)	(356)	(227)	(489)
Net income attributable to Parent	1,148	13,483	5,248	17,146
Preferred stock dividends	(2,501)	(2,744)	(7,989)	(8,232)
Cost of redemption of preferred stock	(1,477)		(1,477)
Net (loss) income attributable to the common stockholders	(2,830)	10,739	(4,218)	8,914
(Loss) income from continuing operations per share attributable to the common stockholders - basic and diluted	$ (0.05)	$ (0.03)	$ (0.09)	$ (0.08)
Net (loss) income per share attributable to the common stockholders - basic and diluted	$ (0.05)	$ 0.22	$ (0.09)	$ 0.18
Weighted-average common shares outstanding - basic and diluted	60,389	47,497	52,293	46,674
Dividends declared per common share	$ 0.175	$ 0.170	$ 0.525	$ 0.510
Net income	1,218	13,839	5,475	17,635
Other comprehensive (loss) income:
Change in unrealized loss on interest rate swaps		163		476
Change in unrealized loss on investment in equity securities and interest rate swaps	(22)		(22)
Change in unrealized loss on investment in equity securities			(22)
Comprehensive income	1,196	14,002	5,453	18,111
Comprehensive income attributable to non-controlling interests	(70)	(359)	(227)	(500)
Comprehensive income attributable to Excel Trust, Inc.	1,126	13,643	5,226	17,611
Excel Trust, L.P.
Revenues:
Rental revenue	24,750	23,556	74,836	67,685
Tenant recoveries	5,057	5,022	15,168	14,099
Other income	427	353	1,457	954
Total revenues	30,234	28,931	91,461	82,738
Expenses:
Maintenance and repairs	2,030	1,821	6,439	5,239
Real estate taxes	3,148	3,354	9,443	9,312
Management fees	496	698	1,533	1,331
Other operating expenses	1,632	1,845	4,978	4,707
Change in fair value of contingent consideration		(10)		(1,568)
General and administrative	4,289	3,399	12,263	10,536
Depreciation and amortization	11,212	11,637	34,419	34,613
Total expenses	22,807	22,744	69,075	64,170
Operating income	7,427	6,187	22,386	18,568
Interest expense	(6,387)	(4,728)	(17,357)	(13,751)
Interest income	103	49	206	146
Income (loss) from equity in unconsolidated entities	75	12	240	(13)
Changes in fair value of financial instruments and gain on OP unit redemption				230
Income from continuing operations	1,218	1,520	5,475	5,180
Income from discontinued operations before gain on sale of real estate assets		345		481
Gain on sale of real estate assets		11,974		11,974
Income from discontinued operations		12,319		12,455
Net income	1,218	13,839	5,475	17,635
Net income attributable to non-controlling interests	(91)	(77)	(274)	(249)
Net income attributable to Parent	1,127	13,762	5,201	17,386
Preferred operating unit distributions	(2,501)	(2,744)	(7,989)	(8,232)
Cost of redemption of preferred stock	(1,477)		(1,477)
Net (loss) income attributable to the unitholders	(2,851)	11,018	(4,265)	9,154
(Loss) income from continuing operations per unit attributable to the unitholders - basic and diluted	$ (0.05)	$ (0.03)	$ (0.09)	$ (0.08)
Net (loss) income per unit attributable to the unitholders - basic and diluted	$ (0.05)	$ 0.22	$ (0.09)	$ 0.18
Weighted-average common OP units outstanding - basic and diluted	61,409	48,722	53,494	47,905
Distributions declared per common OP unit	$ 0.175	$ 0.170	$ 0.525	$ 0.510
Net income	1,218	13,839	5,475	17,635
Other comprehensive (loss) income:
Change in unrealized loss on interest rate swaps		163		476
Change in unrealized loss on investment in equity securities and interest rate swaps			(22)	476
Change in unrealized loss on investment in equity securities	(22)		(22)
Comprehensive income	1,196	14,002	5,453	18,111
Comprehensive income attributable to non-controlling interests	(91)	(77)	(274)	(249)
Comprehensive income attributable to Excel Trust, Inc.	$ 1,105	$ 13,925	$ 5,179	$ 17,862

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Lease Intangible Assets, Net

9 Months Ended

Sep. 30, 2014

Lease Intangible Assets, Net

4. Lease Intangible Assets, Net

Lease intangible assets, net consisted of the following at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(in thousands)
In-place leases, net of accumulated amortization of $28.2 million and $26.7 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 76 and 78 months as of September 30, 2014 and December 31, 2013, respectively)	$	50,057	$	47,058
Above-market leases, net of accumulated amortization of $8.6 million and $7.5 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 58 and 62 months as of September 30, 2014 and December 31, 2013, respectively)		11,538		13,725
Leasing commissions, net of accumulated amortization of $8.3 million and $7.1 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 95 and 99 months as of September 30, 2014 and December 31, 2013, respectively)		20,201		17,562
	$	81,796	$	78,345

Estimated amortization of lease intangible assets as of September 30, 2014 for each of the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	5,001
2015		16,847
2016		12,679
2017		10,383
2018		8,538
Thereafter		28,348
Total	$	81,796

Amortization expense recorded on the lease intangible assets for the three months ended September 30, 2014 and 2013 was $4.9 million and $5.5 million, respectively. Included in these amounts are $1.2 million and $1.0 million, respectively, of amortization of above-market lease intangible assets recorded against rental revenue. Amortization expense recorded on the lease intangible assets for the nine months ended September 30, 2014 and 2013 was $15.0 million and $18.3 million, respectively. Included in these amounts are $3.1 million and $3.6 million, respectively, of amortization of above-market lease intangible assets recorded against rental revenue.

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Acquisitions

9 Months Ended

Sep. 30, 2014

Acquisitions

3. Acquisitions:

The Company completed the following property acquisitions in the nine months ended September 30, 2014, which were acquired for cash (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
The Family Center at Fort Union(1)	September 26, 2014	Midvale, UT	$	—
The Family Center at Orem(1)	September 26, 2014	Orem, UT	$	—

The following summary provides an allocation of purchase price for each of the above acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Purchase Price
The Family Center at Fort Union(2)	$	101,461	$	24,200	$	875	$	(11,048	)	$	15,983	$	131,471
The Family Center at Orem (2)		11,229		4,450		—		(296	)		1,577		16,960
Total	$	112,690	$	28,650	$	875	$	(11,344	)	$	17,560	$	148,431
Remaining useful life(3)						69		81			78

⁽¹⁾  On September 26, 2014, the Company completed the acquisition of a portfolio of two retail shopping centers, which are located in Utah. The purchase price of $148.4 million was paid entirely in cash.

⁽²⁾  As of September 30, 2014, the purchase price allocation related to the acquisition of the Family Center at Fort Union and Family Center at Orem properties was preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimates.

⁽³⁾  Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

The Company completed the following property acquisitions in the nine months ended September 30, 2013, which were acquired for cash unless specified below (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
Tracy Pavilion	January 24, 2013	Tracy, CA	$	—
Stadium Center	July 1, 2013	Manteca, CA	$	—
League City Towne Center	August 1, 2013	League City, TX	$	—
Living Spaces-Promenade(1)	August 27, 2013	Scottsdale, AZ	$	7,268

The following summary provides an allocation of purchase price for each of the above acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/Discount			Other		Purchase Price
Tracy Pavilion	$	22,611	$	6,193	$	163	$	(1,136	)	$	2,907	$	—		$	—	$	30,738
Stadium Center		28,872		10,284		882		(2,939	)		4,051		—			—		41,150
League City Towne Center		24,767		10,858		315		(1,249	)		4,809		—			—		39,500
Living Spaces-Promenade(1)		1,038		14,514		—		(116	)		1,500		(936	)		—		16,000
Total	$	77,288	$	41,849	$	1,360	$	(5,440	)	$	13,267	$	(936	)	$	—	$	127,388
Remaining useful life(2)						54		108			75		76

⁽¹⁾  On August 27, 2013, the Company acquired a land parcel that was previously not owned at The Promenade retail property in Scottsdale, Arizona (not considered a separate property). The land parcel contains a building, which was constructed by the tenant and is subject to a ground lease.

⁽²⁾  Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

The Company recorded revenues and a net loss for the three and nine months ended September 30, 2014 of $186,000 and $123,000, respectively, related to the 2014 acquisitions. The Company recorded revenues and net income for the three months ended September 30, 2013 of $2.6 million and $414,000, respectively, and for the nine months ended September 30, 2013 of $3.9 million and $401,000, respectively, related to the 2013 acquisitions.

The following unaudited pro forma information for the three and nine months ended September 30, 2014 and 2013 has been prepared to reflect the incremental effect of the properties acquired in 2014 and 2013, as if such acquisitions had occurred on January 1, 2013 and January 1, 2012, respectively (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013
Revenues	$	33,508		$	33,185	$	102,146		$	99,377
Net income (loss)(1)	$	2,153		$	14,649	$	8,004		$	20,626
Earnings per share	$	(0.03	)	$	0.24	$	(0.04	)	$	0.25

⁽¹⁾  Pro forma results for the three and nine months ended September 30, 2014 were adjusted to exclude non-recurring acquisition costs of approximately $291,000 related to the 2014 acquisitions. Pro forma results for the three and nine months ended September 30, 2013 were adjusted to exclude non-recurring acquisition costs of approximately $109,000 and $166,000, respectively, related to the 2013 acquisitions, but to include these costs relating to the 2014 acquisitions.

The Company has entered into purchase agreements to acquire a retail property and outparcels at an existing property, located in California and Maryland, for approximately $59.5 million. The properties comprise approximately 174,000 square feet of gross leasable area. The acquisitions of these properties are subject to due diligence and other customary closing conditions. There can be no assurances that due diligence or other conditions will be satisfied or that the acquisitions will close on the terms described herein, or at all. In addition, as of September 30, 2014, the Company had paid approximately $5.1 million in deposits related to properties that are currently under contract or were acquired subsequent to September 30, 2014. The acquisition of one of these properties, Downtown at the Gardens, was completed on October 1, 2014 (see Note 20 for further discussion).

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Related Party Transactions

9 Months Ended

Sep. 30, 2014

Related Party Transactions

16. Related Party Transactions

Subsequent to the Parent Company’s initial public offering, many of the employees of Excel Realty Holdings, LLC (“ERH”, a company that managed the operations of the Parent Company’s predecessor under various management agreements) became employees of the Company. ERH reimburses the Company for estimated time the Company employees spend on ERH related matters. For the three months ended September 30, 2014 and 2013, approximately $67,000 and $82,000, respectively, was reimbursed to the Company from ERH and included in other income in the condensed consolidated statements of operations. For the nine months ended September 30, 2014 and 2013, approximately $227,000 and $230,000, respectively, was reimbursed to the Company from ERH and included in other income in the condensed consolidated statements of operations.

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Equity of the Parent Company

9 Months Ended

Sep. 30, 2014

Equity of the Parent Company

12. Equity of the Parent Company

The Parent Company has issued restricted stock awards to senior executives, directors and employees totaling 1,327,509 shares of common stock (net of forfeitures and unvested awards of 489,864 shares), which are included in the total shares of common stock outstanding as of September 30, 2014.

As of September 30, 2014, the Parent Company had outstanding 1,330,975 shares of Series A preferred stock, with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series A preferred stock when, as and if declared by the Parent Company’s board of directors, at a rate of 7.00% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series A preferred stock is $1.75, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series A preferred stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. The Series A preferred stock is convertible, at the holders’ option, at any time and from time to time, into common stock of the Parent Company. The initial conversion rate of the Series A preferred stock was 1.6667 shares of common stock per share of Series A preferred stock. Effective September 26, 2013 (the ex-dividend date), the conversion rate was adjusted to 1.6836 shares of common stock per share of Series A preferred stock as a result of the aggregate dividends that the Parent Company declared and paid on its common stock, beginning with the quarter ended September 30, 2011 and through the quarter ended September 30, 2013, being in excess of the reference dividend of $0.15 per share. The conversion rate will continue to be subject to customary adjustments in certain circumstances. Beginning on April 1, 2014, the Parent Company may, at its option, convert some or all of the Series A preferred stock if the closing price of the common stock equals or exceeds 140% of the conversion price for at least 20 of the 30 consecutive trading days ending the day before the notice of exercise of conversion is sent and the Parent Company has either declared and paid, or declared and set apart for payment, any unpaid dividends that are in arrears on the Series A preferred stock.

During the three months ended September 30, 2014, the Parent Company repurchased 669,025 shares of Series A preferred stock for an aggregate cost of approximately $17.4 million (including transaction costs) at a weighted-average purchase price of $25.79 per share. The repurchased shares of Series A preferred stock were subsequently retired by the Parent Company. The repurchase resulted in a charge of approximately $1.5 million, which is classified as cost of redemption of preferred stock on the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2014, the Parent Company had outstanding 3,680,000 shares of 8.125% Series B Cumulative Redeemable Preferred Stock (“Series B preferred stock”), with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series B preferred stock, when, as and if declared by the Parent Company’s board of directors, at a rate of 8.125% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series B preferred stock is $2.03125, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series B preferred stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. At any time on and after January 31, 2017, the Parent Company may, at its option, redeem the Series B preferred stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a change of control, the Parent Company or a successor may, at its option, redeem the Series B preferred stock, in whole or in part and within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

The Parent Company’s board of directors has authorized a stock repurchase program under which the Parent Company may acquire up to $50.0 million of its common stock and preferred stock in open market and negotiated purchases with no expiration date (the repurchase program was increased from $30.0 million to $50.0 million in February 2014). In the nine months ended September 30, 2014, the Parent Company repurchased 105,775 shares of its common stock for an aggregate cost of approximately $1.4 million (including transaction costs) at a weighted-average purchase price of $12.52 per share and 669,025 shares of its Series A preferred stock for an aggregate cost of approximately $17.4 million (including transaction costs) at a weighted-average purchase price of $25.79 per share. The repurchased shares of common stock and preferred stock were subsequently retired by the Parent Company. No stock was repurchased during the year ended December 31, 2013. As of September 30, 2014, approximately $24.7 million remained available under the stock repurchase program to acquire outstanding shares of the Parent Company’s common stock and preferred stock.

The Parent Company and the Operating Partnership have entered into equity distribution agreements (the “Equity Distribution Agreements”) with four sales agents, under which the Parent Company can issue and sell shares of its common stock from time to time through, at its discretion, any of the sales agents. The Equity Distribution Agreements were initially entered into in March 2012 with an aggregate offering price of up to $50.0 million and subsequently amended and restated in May 2013, permitting additional sales with an aggregate offering price of up to $100.0 million. The sales of common stock made under the Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. During the year ended December 31, 2013, the Parent Company issued 3,211,928 shares of common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $40.7 million at an average stock issuance price of $13.05 per share. The net proceeds of $40.7 million were contributed to the Operating Partnership in exchange for 3,211,928 OP units. During the nine months ended September 30, 2014, the Parent Company did not issue any shares pursuant to the Equity Distribution Agreements. As of September 30, 2014, approximately $95.0 million remained available under the Equity Distribution Agreements to issue and sell shares of the Parent Company’s common stock and preferred stock.

On June 25, 2014, the Parent Company completed the issuance of 12,650,000 shares of common stock, including the exercise of an option to purchase an additional 1,650,000 shares, resulting in net proceeds of approximately $160.6 million, after deducting the underwriters’ discount and commissions and offering expenses. The net proceeds were contributed to the Operating Partnership in exchange for 12,650,000 OP units.

Consolidated net income is reported in the Company’s condensed consolidated financial statements at amounts that include the amounts attributable to both the common stockholders and the non-controlling interests. During the period from March 2012 to March 2013, a total of 591,474 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Parent Company for redemption, resulting in the issuance of an additional 531,768 shares of common stock and cash payments totaling approximately $1.9 million to former unitholders (see Note 19 for further discussion).

A charge/credit is recorded each period in the condensed consolidated statements of income for the non-controlling interests’ proportionate share of the Company’s net income (loss).

On September 30, 2014, the Parent Company accrued a liability for a dividend of $10.7 million payable to the common stockholders of record, a dividend of $2.5 million payable to the preferred stockholders of record and a distribution of $178,000 payable to the holders of record of OP units as of September 30, 2014, each of which was paid in October 2014.

2010 Equity Incentive Award Plan

The Company has established the 2010 Equity Incentive Award Plan of Excel Trust, Inc. and Excel Trust, L.P. (the “2010 Plan”), pursuant to which the Parent Company’s board of directors or a committee of its independent directors may make grants of stock options, restricted stock, stock appreciation rights and other stock-based awards to its non-employee directors, employees and consultants (an equivalent amount of common OP units are issued to the Parent Company for each such grant with similar terms and conditions). The maximum number of shares of the Parent Company’s common stock that may be issued pursuant to the 2010 Plan is 2,850,000 (of which 1,522,491 shares of common stock remain available for issuance as of September 30, 2014).

The following shares of restricted common stock were issued during the nine months ended September 30, 2014:

Grant Date	Price at Grant Date		Number		Vesting Period (yrs.)
March 7, 2014(1)	$	12.57		4,000		4
March 18, 2014(2)	$	12.80		558,331		1, 3
March 24, 2014(3)	$	12.56		83,500		3
May 13, 2014(4)	$	12.89		12,412		1

⁽¹⁾  Shares issued to certain of the Company’s employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

⁽²⁾  Shares issued to senior management and other employees of the Company. A portion of the stock grants (452,500 shares of restricted common stock) vest over a three-year period and include performance or service conditions. The remaining stock grants (105,831 shares of restricted common stock) include a variety of performance and market conditions, with the restricted shares vesting at the discretion of the Parent Company’s board of directors on December 31, 2014 based on the achievement of the Company’s objectives during the year ended December 31, 2014.

⁽³⁾  Shares issued to certain of the Company’s employees. These shares vest over a three-year period with 33% vesting in equal annual installments on December 31, 2014, 2015 and 2016.

⁽⁴⁾  Shares issued to members of the Company’s board of directors. These shares vest in equal quarterly installments.

Shares of the Parent Company’s restricted common stock generally may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the administrator of the 2010 Plan, a domestic relations order, unless and until all restrictions applicable to such shares have lapsed. Such restrictions expire upon vesting. Shares of the Parent Company’s restricted common stock have full voting rights and rights to dividends upon grant. The Company recognized compensation expense during the three and nine months ended September 30, 2014 of $1.2 million and $3.1 million, respectively, and for the three and nine months ended September 30, 2013 of $583,000 and $1.7 million, respectively, related to the restricted common stock grants ultimately expected to vest. Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated $0 in forfeitures for all periods presented. Stock compensation expense is included in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2014 and December 31, 2013, there was approximately $6.9 million and $1.6 million, respectively, of total unrecognized compensation expense related to the non-vested shares of the Parent Company’s restricted common stock. As of September 30, 2014 and December 31, 2013, this expense was expected to be recognized over a weighted-average remaining period of 1.9 and 1.1 years, respectively.

	Number of Unvested Shares of Restricted Common Stock			Weighted- Average Grant Date Fair Value
Balance - January 1, 2014		611,683		$	9.73
Grants		658,243		$	12.77
Forfeitures		(466,864	)	$	8.88
Vested(1)		(92,172	)	$	12.57
Balance - September 30, 2014		710,890		$	12.74

⁽¹⁾  During the nine months ended September 30, 2014, 561 shares of common stock were surrendered to the Parent Company and subsequently retired in lieu of cash payments for taxes due on the vesting of restricted stock. The forfeiture of these shares is reflected in the accompanying condensed consolidated statements of equity and capital as a decrease of the total restricted common shares issued during each period presented.

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount of their eligible compensation as determined by the Internal Revenue Service. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to 3.0% of eligible compensation and 50% of employee deferrals for the next 2.0% of eligible compensation, is fully vested and funded as of September 30, 2014. Costs related to the matching portion of the plan for the three months ended September 30, 2014 and 2013 were approximately $41,000 and $39,000, respectively. Costs related to the matching portion of the plan for the nine months ended September 30, 2014 and 2013 were approximately $121,000 and $113,000, respectively.

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General Information on La Costa LLC (Detail)	9 Months Ended
	Sep. 30, 2014
La Costa LLC
Investments in and Advances to Affiliates [Line Items]
Ownership Interest	20.00%	[1]
Formation/ Acquisition Date	Sep. 07, 2012	[1]
Property	La Costa Town Center	[1]
Bay Hill Property
Investments in and Advances to Affiliates [Line Items]
Ownership Interest	50.00%	[2]
Formation/ Acquisition Date	Oct. 19, 2012	[2]
Property	The Fountains at Bay Hill	[2]

[1] At September 30, 2014, La Costa LLC had real estate assets of $23.6 million, total assets of $24.9 million, mortgages payable of $14.1 million and total liabilities of $14.4 million. At December 31, 2013, La Costa LLC had real estate assets of $23.4 million, total assets of $25.7 million, mortgages payable of $14.1 million and total liabilities of $14.5 million. Total revenues were $385,000 and $1.2 million, total expenses were $384,000 and $1.2 million (including interest expense) and net loss was $274,000 and $726,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $430,000 and $2.7 million, total expenses were $798,000 and $3.3 million (including interest expense) and net loss was $368,000 and $632,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note was assumed with the contribution of the property and bears interest at the rate of LIBOR plus a margin of 575 basis points (5.9% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of October 1, 2014, which may be extended for three additional one-year periods at La Costa LLC's election and upon the satisfaction of certain conditions (including the payment of an extension fee upon the exercise of the second and third renewal options, execution of an interest rate cap and the establishment of certain reserve accounts). La Costa LLC has also entered into an interest rate cap related to the mortgage note, which limits LIBOR to a maximum of 3.0% and expires on October 1, 2014.

[2] At September 30, 2014, Bay Hill had real estate assets of $36.5 million, total assets of $39.4 million, mortgages payable of $23.1 million and total liabilities of $25.1 million. At December 31, 2013, Bay Hill had real estate assets of $37.0 million, total assets of $39.9 million, mortgages payable of $23.4 million and total liabilities of $25.6 million. Total revenues were $959,000 and $2.9 million, total expenses were $508,000 and $1.6 million (including interest expense) and net income was $260,000 and $770,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $978,000 and $2.8 million, total expenses were $650,000 and $2.1 million (including interest expense) and net income was $174,000 and $230,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note assumed with the acquisition of the Bay Hill property bears interest at the rate of LIBOR plus a margin of 325 basis points (3.4% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of April 2, 2015, which may be extended for two additional one-year periods at the borrower's election and upon the satisfaction of certain conditions.

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Note Receivable

9 Months Ended

Sep. 30, 2014

Note Receivable

7. Note Receivable

In September 2012, the Company extended a note receivable in the amount of $750,000 to a third party developer (the “Developer”). The note receivable bore interest at 10.0% per annum, with the principal and accrued interest due upon maturity and was recourse to the borrower. In August 2014, the note receivable was settled pursuant to a transaction between the Company and the Developer in which the Developer agreed to a redemption of a profit participation interest in future cash flow distributions following completion of a ground-up development at the Company’s wholly-owned Plaza at Rockwall property. In connection with the redemption of the Developer’s interest, the Company agreed to a payment of approximately $2.0 million, comprised of a cash payment of $1.1 million and the conversion of the outstanding balance of the note receivable of $750,000 and accrued interest of $160,000.

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Lease Intangible Liabilities Net (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Lease Intangible Liabilities, Net [Line Items]
Accumulated amortization of lease intangible liabilities	$ 9.9	$ 7.9
Weighted average remaining life of lease intangible liabilities (in months)	108 months	123 months

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Lease Intangible Liabilities, Net

9 Months Ended

Sep. 30, 2014

Lease Intangible Liabilities, Net

5. Lease Intangible Liabilities, Net

Lease intangible liabilities, net consisted of the following at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(in thousands)
Below-market leases, net of accumulated amortization of $9.9 million and $7.9 million as of September 30, 2014 and December 31, 2013, respectively (with a weighted-average remaining life of 108 and 123 months as of September 30, 2014 and December 31, 2013, respectively)	$	36,260	$	28,114

Amortization recorded on the lease intangible liabilities for the three months ended September 30, 2014 and 2013 was $928,000 and $1.1 million, respectively. Amortization recorded on the lease intangible liabilities for the nine months ended September 30, 2014 and 2013 was $3.2 million and $3.4 million, respectively. These amounts were recorded as rental revenue in the Company’s condensed consolidated statements of operations.

Estimated amortization of lease intangible liabilities as of September 30, 2014 for each of the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	1,421
2015		5,264
2016		4,750
2017		4,378
2018		4,135
Thereafter		16,312
Total	$	36,260

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Variable Interest Entities

9 Months Ended

Sep. 30, 2014

Variable Interest Entities

6. Variable Interest Entities

Consolidated Variable Interest Entities

Included within the condensed consolidated financial statements is the 50% owned joint venture with AB Dothan, LLC, that is deemed a VIE, and for which the Company is the primary beneficiary as it has the power to direct activities that most significantly impact the economic performance of the VIE. The joint venture’s activities principally consist of owning and operating a neighborhood retail center with 171,670 square feet of gross leasable area (“GLA”) located in Dothan, Alabama.

As of September 30, 2014 and December 31, 2013, total carrying amount of assets was approximately $15.1 million and $15.5 million, respectively, which includes approximately $13.1 million and $13.3 million, respectively, of real estate assets at the end of each period. As of September 30, 2014 and December 31, 2013, the total carrying amount of liabilities was approximately $12.3 million and $12.4 million, respectively.

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Debt (Excel Trust, L.P.)

9 Months Ended

Sep. 30, 2014

Excel Trust, L.P.

Debt

8. Debt

Debt of the Parent Company

The Parent Company does not directly hold any indebtedness. All of the Company’s debt is held directly or indirectly by the Operating Partnership. However, the Parent Company has guaranteed the Operating Partnership’s unsecured revolving credit facility (including the letter of credit that secures the redevelopment revenue bonds at the Northside Mall property) and the Operating Partnership’s senior unsecured notes.

Debt of the Operating Partnership

Mortgages Payable

Mortgages payable held by the Operating Partnership at September 30, 2014 and December 31, 2013 consist of the following (dollars in thousands):

	Carrying Amount of Mortgage Notes				Contractual Interest Rate (September 30, 2014)			Effective Interest Rate (September 30, 2014)			Monthly Payment(1)		Maturity Date
Property Pledged as Collateral	September 30, 2014		December 31, 2013
Edwards Theatres	$	—		11,520		—			—			—		—
Excel Centre		—		12,018		—			—			—		—
Merchant Central		—		4,370		—			—			—		—
Red Rock Commons		—		13,970		—			—			—		—
Gilroy Crossing		—		45,836		—			—			—		—
The Promenade		46,586		47,957		4.80	%		4.80	%		344		October 2015
5000 South Hulen		13,237		13,421		5.60	%		6.90	%		83		April 2017
Lake Pleasant Pavilion		27,597		27,855		6.09	%		5.00	%		143		October 2017
Rite Aid — Vestavia Hills		880		1,015		7.25	%		7.25	%		21		October 2018
Living Spaces-Promenade		6,875		7,075		7.88	%		4.59	%		80		November 2019
West Broad Village(2)		39,700		39,700		3.33	%		3.33	%		110		May 2020
Lowe’s, Shippensburg		12,874		13,157		7.20	%		7.20	%		110		October 2031
Northside Mall(3)		12,000		12,000		0.05	%		1.05	%		1		November 2035
		159,749		249,894
Plus: premium(4)		1,088		1,297
Mortgage notes payable, net	$	160,837	$	251,191

⁽¹⁾  Amount represents the monthly payment of principal and interest at September 30, 2014.

⁽²⁾  The loan at the West Broad Village property was refinanced in April 2013 and bears a fixed rate of 3.33% with a new maturity date of May 1, 2020. Debt payments are interest-only through May 2016.

⁽³⁾  The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at September 30, 2014 and 0.10% at December 31, 2013). The interest rate on the bonds is currently priced off of the Securities Industry and Financial Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by the Company from the Company’s unsecured revolving credit facility. An underwriter’s discount related to the original issuance of the bonds with a remaining balance of $101,000 and $105,000 at September 30, 2014 and December 31, 2013, respectively, is being amortized as additional interest expense through November 2035.

⁽⁴⁾  Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter’s discount for the issuance of redevelopment bonds.

Total interest cost capitalized for the three months ended September 30, 2014 and 2013 was $401,000 and $34,000, respectively, and for the nine months ended September 30, 2014 and 2013 was $859,000 and $50,000, respectively.

The Company’s mortgage debt maturities at September 30, 2014 for each of the next five years and thereafter are as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	971
2015		47,918
2016		2,362
2017		41,446
2018		2,196
Thereafter		64,856
	$	159,749

Notes Payable

Unsecured Revolving Credit Facility

The Operating Partnership’s unsecured revolving credit facility has a borrowing capacity of $300.0 million, which may be increased from time to time up to an additional $200.0 million for a total borrowing capacity of $500.0 million, subject to receipt of lender commitments and other conditions precedent. The maturity date is April 6, 2018 and may be extended for an additional nine months at the Operating Partnership’s option. The Operating Partnership, among other things, is subject to covenants requiring the maintenance of (1) maximum leverage ratios on unsecured, secured and overall debt and (2) minimum fixed coverage ratios. At September 30, 2014, the Operating Partnership believes that it was in compliance with all financial covenants in the credit agreement.

As of September 30, 2014, the unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 to 170 basis points (margin of 130 basis point at September 30, 2014), depending on the Parent Company’s credit rating. As of September 30, 2014, the Operating Partnership was responsible for paying a fee of 0.25% or 0.30% on the full capacity of the facility. Borrowings from the unsecured revolving credit facility were $56.0 and $179.5 million with a weighted-average interest rate of 1.45% and 1.67% at September 30, 2014 and December 31, 2013, respectively. The Operating Partnership has issued $16.9 million in letters of credit from the unsecured revolving credit facility, which secure an outstanding $12.0 million bond payable for the Northside Mall property and construction activities at the Southlake Park Village property. The Northside Mall property bond is included with the mortgages payable on the Company’s condensed consolidated balance sheets. At September 30, 2014, there was approximately $222.5 million available for borrowing under the unsecured revolving credit facility.

Unsecured Notes

Unsecured Senior Notes due 2020 and 2023

As of September 30, 2014, the Operating Partnership had outstanding $100.0 million aggregate principal amount of senior unsecured notes issued to various entities associated with the Prudential Capital Group. Of the senior unsecured notes, $75.0 million are designated Series A Notes and will mature in November 2020, with a fixed interest rate of 4.40%, and $25.0 million are designated Series B Notes and will mature in November 2023, with a fixed interest rate of 5.19% (the Series A Notes and the Series B Notes are referred to collectively as the “Notes due 2020 and 2023”). The terms of the Notes due 2020 and 2023 are governed by a Note Purchase Agreement, dated November 12, 2013 (the “Purchase Agreement”), among the Operating Partnership, as issuer, the Parent Company and the purchasers named therein. Interest on the Notes due 2020 and 2023 is payable quarterly, beginning on February 12, 2014. The Operating Partnership may prepay all or a portion of the Notes due 2020 and 2023 upon notice to the holders for 100% of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement.

The Purchase Agreement contains various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Operating Partnership’s obligations under the Notes due 2020 and 2023 are fully and unconditionally guaranteed by the Parent Company and certain of its subsidiaries. Certain events would be considered events of default and could result in the acceleration of the maturity of the Notes.

Unsecured Senior Notes due 2024

On May 12, 2014, the Operating Partnership completed the issuance of $250.0 million aggregate principal amount of 4.625% senior unsecured notes due 2024 (the “Notes due 2024”). The Notes due 2024 bear interest at 4.625% per annum and were issued at 99.477% of the principal amount to yield 4.691% to maturity. Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024. The Operating Partnership’s obligations under the Notes due 2024 are fully and unconditionally guaranteed by the Parent Company. On or before February 15, 2024, the Operating Partnership may redeem all or a portion of the Notes due 2024 upon notice to the holders at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes due 2024 being redeemed and (2) 100% of the principal amount plus a make-whole premium as set forth in the Indenture governing the Notes due 2024 (the “Indenture”), plus accrued and unpaid interest up to, but not including, the redemption date. After February 15, 2024, the redemption price will be equal to 100% of the principal amount of the Notes due 2024 being redeemed, plus accrued and unpaid interest up to, but not including, the redemption date. Proceeds from the issuance of the Notes due 2024 were used to repay a portion of the outstanding indebtedness under the Company’s unsecured revolving credit facility and for other general corporate and working capital purposes.

The Notes due 2024 are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership. However, the Notes due 2024 are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by the Operating Partnership’s subsidiaries under the Company’s unsecured line of credit.

The Indenture contains certain covenants that, among other things, limit the Parent Company’s and the Operating Partnership’s ability to consummate a merger, consolidation or sale of all or substantially all of their assets or incur additional indebtedness.

The carrying value of the Notes due 2024:

	September 30, 2014			December 31, 2013
	(in thousands)
Principal amount	$	250,000		$	—
Unamortized debt discount		(1,275	)		—
	$	248,725		$	—

In connection with this debt offering, the Operating Partnership incurred approximately $1.6 million of underwriting discount, which has been recorded as deferred financing costs and is being amortized over the term of the Notes due 2024.

The Notes due 2020, 2023 and 2024 are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership except that the Notes due 2024 are effectively subordinated to guarantees provided by certain of the Operating Partnership’s subsidiaries under the Notes due 2020 and 2023. The Notes due 2020, 2023 and 2024 are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by certain of the Operating Partnership’s subsidiaries under the Company’s unsecured line of credit.

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Note Receivable - Additional Information (Detail) (USD $)	9 Months Ended			1 Months Ended		3 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2012	Aug. 31, 2014 Notes Receivable Net Of Accrued Interest Construction in progress	Aug. 31, 2014 Accrued Interest	Sep. 30, 2014 Accrued Interest
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount of note receivable to an affiliate			$ 750,000
Redemption of third party interest Agreed payment	2,000,000	2,000,000
Conversion of note receivable	$ 910,000			$ 750,000	$ 160,000	$ 160,000

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General Information on La Costa LLC (Parenthetical) (Detail) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
La Costa LLC
Investments in and Advances to Affiliates [Line Items]
Real estate assets	$ 23,600,000		$ 23,600,000		$ 23,400,000
Total assets	24,900,000		24,900,000		25,700,000
Mortgages payable	14,100,000		14,100,000		14,100,000
Total liabilities	14,400,000		14,400,000		14,500,000
Total revenues	385,000	430,000	1,200,000	2,700,000
Total expenses	384,000	798,000	1,200,000	3,300,000
Net income (loss)	(274,000)	(368,000)	(726,000)	(632,000)
The mortgage note bears interest at the rate of LIBOR			5.90%		5.90%
The mortgage note bears interest at the rate of LIBOR plus a margin of stated basis points	5.75%		5.75%		5.75%
Mortgage note expires			Oct. 01, 2014
Mortgage note, number of maturity date extension options			3
Mortgage note, potential maturity date extension period			1 year
Interest rate cap related to mortgage note maximum			3.00%
Bay Hill Property
Investments in and Advances to Affiliates [Line Items]
Real estate assets	36,500,000		36,500,000		37,000,000
Total assets	39,400,000		39,400,000		39,900,000
Mortgages payable	23,100,000		23,100,000		23,400,000
Total liabilities	25,100,000		25,100,000		25,600,000
Total revenues	959,000	978,000	2,900,000	2,800,000
Total expenses	508,000	650,000	1,600,000	2,100,000
Net income (loss)	$ 260,000	$ 174,000	$ 770,000	$ 230,000
The mortgage note bears interest at the rate of LIBOR			3.40%		3.40%
The mortgage note bears interest at the rate of LIBOR plus a margin of stated basis points	3.25%		3.25%		3.25%
Mortgage note expires			Apr. 02, 2015
Mortgage note, number of maturity date extension options			2
Mortgage note, potential maturity date extension period			1 year

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Mortgages Payable Net (Parenthetical) (Detail) (Excel Trust, L.P., USD $)	9 Months Ended
	Sep. 30, 2014		Dec. 31, 2013
Debt Instrument [Line Items]
Maturity date	Apr. 06, 2018
Market value of bonds interest rate	0.05%		0.10%
Letter of credit issued under revolving credit facility	$ 12,100,000
Underwriter's discount related to original issuance of the bonds	$ 101,000		$ 105,000
Redevelopment revenue bonds
Debt Instrument [Line Items]
Maturity date	Nov. 30, 2035
West Broad Village
Debt Instrument [Line Items]
Maturity date	May 01, 2020
Fixed interest rate of loan	3.33%
Market value of bonds interest rate	3.33%	[1]

[1] The loan at the West Broad Village property was refinanced in April 2013 and bears a fixed rate of 3.33% with a new maturity date of May 1, 2020. Debt payments are interest-only through May 2016.

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Variable Interest Entities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014 sqft	Dec. 31, 2013
Variable Interest Entity [Line Items]
Joint venture ownership percentage	50.00%
Gross leaseable area	171,670
Total carrying amount of assets	$ 15.1	$ 15.5
Real estate assets	13.1	13.3
Total carrying amount of liabilities	$ 12.3	$ 12.4

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Reconciliation of Financial Instruments Remeasured on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013
Contingent Consideration Related to Business Combinations
Financial Instruments Measured At Fair Value On Recurring Basis [Line Items]
Beginning balance			$ (1,787)	[1]
Total gains included in earnings			1,562	[1]
Purchases, issuances, or settlements			20	[1]
Ending balance			(205)	[1]
Derivative Instruments Related to Business Combinations
Financial Instruments Measured At Fair Value On Recurring Basis [Line Items]
Beginning balance			(274)	[2]
Total gains included in earnings			246	[2]
Purchases, issuances, or settlements			28	[2]
Other Assets Related to Business Combinations
Financial Instruments Measured At Fair Value On Recurring Basis [Line Items]
Beginning balance	507	[3]	992	[4]
Total gains included in earnings			6	[4]
Purchases, issuances or settlements	(507)	[3]	(384)	[4]
Ending balance			$ 614	[4]

[1] The change of $1.6 million for contingent consideration related to business combinations represents the reversal of a contingent liability related to the earn-out for one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the condensed consolidated statements of operations). The remaining earn-out has a fair value of approximately $205,000 based on the funds due to the former owner, which were paid in full in October 2013.

[2] The change of $274,000 for derivative instruments related to business combinations during the nine months ended September 30, 2013 is related to changes to the redemption provision for OP units issued in connection with the 2011 Edwards Theatres acquisition as a result of (a) a decrease of $246,000 due to recognition of a gain included in earnings related to changes in the fair value of the redemption obligation and (b) a decrease of $28,000 due to the redemption of corresponding OP units.

[3] The change of $507,000 for other assets related to business combinations during the nine months ended September 30, 2014 is comprised of cash payments received on the master lease asset.

[4] The change of $378,000 for other assets related to business combinations during the nine months ended September 30, 2013 is comprised of payments received on the master lease assets and an increase in the estimated fair value of funds to be received from escrow of $6,000.

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Debt (Tables)

9 Months Ended

Sep. 30, 2014

Carrying Value of Unsecured Notes

The carrying value of the Notes due 2024:

	September 30, 2014			December 31, 2013
	(in thousands)
Principal amount	$	250,000		$	—
Unamortized debt discount		(1,275	)		—
	$	248,725		$	—

Excel Trust, L.P.

Schedule of Mortgages Payable

Mortgages payable held by the Operating Partnership at September 30, 2014 and December 31, 2013 consist of the following (dollars in thousands):

	Carrying Amount of Mortgage Notes				Contractual Interest Rate (September 30, 2014)			Effective Interest Rate (September 30, 2014)			Monthly Payment(1)		Maturity Date
Property Pledged as Collateral	September 30, 2014		December 31, 2013
Edwards Theatres	$	—		11,520		—			—			—		—
Excel Centre		—		12,018		—			—			—		—
Merchant Central		—		4,370		—			—			—		—
Red Rock Commons		—		13,970		—			—			—		—
Gilroy Crossing		—		45,836		—			—			—		—
The Promenade		46,586		47,957		4.80	%		4.80	%		344		October 2015
5000 South Hulen		13,237		13,421		5.60	%		6.90	%		83		April 2017
Lake Pleasant Pavilion		27,597		27,855		6.09	%		5.00	%		143		October 2017
Rite Aid — Vestavia Hills		880		1,015		7.25	%		7.25	%		21		October 2018
Living Spaces-Promenade		6,875		7,075		7.88	%		4.59	%		80		November 2019
West Broad Village(2)		39,700		39,700		3.33	%		3.33	%		110		May 2020
Lowe’s, Shippensburg		12,874		13,157		7.20	%		7.20	%		110		October 2031
Northside Mall(3)		12,000		12,000		0.05	%		1.05	%		1		November 2035
		159,749		249,894
Plus: premium(4)		1,088		1,297
Mortgage notes payable, net	$	160,837	$	251,191

⁽¹⁾  Amount represents the monthly payment of principal and interest at September 30, 2014.

⁽²⁾  The loan at the West Broad Village property was refinanced in April 2013 and bears a fixed rate of 3.33% with a new maturity date of May 1, 2020. Debt payments are interest-only through May 2016.

⁽³⁾  The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at September 30, 2014 and 0.10% at December 31, 2013). The interest rate on the bonds is currently priced off of the Securities Industry and Financial Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by the Company from the Company’s unsecured revolving credit facility. An underwriter’s discount related to the original issuance of the bonds with a remaining balance of $101,000 and $105,000 at September 30, 2014 and December 31, 2013, respectively, is being amortized as additional interest expense through November 2035.

⁽⁴⁾  Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter’s discount for the issuance of redevelopment bonds.

Mortgage Debt Maturities

The Company’s mortgage debt maturities at September 30, 2014 for each of the next five years and thereafter are as follows (dollars in thousands):

Year Ending December 31,	Amount
2014 (remaining three months)	$	971
2015		47,918
2016		2,362
2017		41,446
2018		2,196
Thereafter		64,856
	$	159,749

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Allocation of Purchase Price (Parenthetical) (Detail) (Retail Space, USD $) In Millions, unless otherwise specified	0 Months Ended
	Sep. 26, 2014 Property
Retail Space
Business Acquisition [Line Items]
Date of acquisition	Sep. 26, 2014
Number of businesses acquired	2
Purchase price for the acquisition, cash paid	$ 148.4

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Investment in Unconsolidated Entities

9 Months Ended

Sep. 30, 2014

Investment in Unconsolidated Entities

14. Investment in Unconsolidated Entities

The Company has formed a limited liability company (“La Costa LLC”) with GEM Realty Capital, Inc. (“GEM”) in which the Company and GEM hold 20% and 80% ownership interests, respectively. La Costa LLC is the owner of the La Costa Town Center property. The Company’s ownership interest in La Costa LLC is reflected in the accompanying balance sheets at the Company’s historical cost basis as an investment in a profit-sharing arrangement. La Costa LLC does not qualify as a VIE and consolidation is not required as the Company does not control the operations of the property and the majority owner bears the majority of any losses incurred. The Company receives 20% of the cash flow distributions and may receive a greater portion of cash distributions in the future based upon the performance of the property and the availability of cash for distribution. In addition, the Company receives fees in its role as the day-to-day property manager and for any development services that it provides. The Company’s interest in the income or losses of the underlying venture is reflected in a manner similar to the equity method of accounting.

On October 9, 2014, the Company completed the disposition of the La Costa Town Center property for a sales price of approximately $31.6 million, excluding closing costs (the Company’s proportionate share of the sales price was $6.3 million). The sale resulted in a gain of approximately $1.3 million, which will be recognized as a gain on the sale of investment in unconsolidated properties.

The Company also holds a 50% tenant-in-common ownership interest in The Fountains at Bay Hill property (“Bay Hill”). The remaining 50% undivided interest in the Bay Hill property is held by MDC Fountains, LLC (“MDC”). The Bay Hill property does not qualify as a VIE and consolidation is not required as the Company does not control the operations of the property. The Company receives 50% of the cash flow distributions and recognizes 50% of the results of operations. In addition, the Company receives fees in its role as the day-to-day property manager. The Company’s 50% ownership interest is reflected in the accompanying balance sheets as an investment in unconsolidated entities and the Company’s interest in the income or losses of the property is recorded based on the equity method of accounting.

General information on the La Costa LLC and Bay Hill properties as of September 30, 2014 was as follows:

Unconsolidated Investment	Partner		Ownership Interest			Formation/ Acquisition Date	Property
La Costa LLC(1)		GEM		20	%	September 7, 2012	La Costa Town Center
Bay Hill(2)		MDC		50	%	October 19, 2012	The Fountains at Bay Hill

⁽¹⁾  At September 30, 2014, La Costa LLC had real estate assets of $23.6 million, total assets of $24.9 million, mortgages payable of $14.1 million and total liabilities of $14.4 million. At December 31, 2013, La Costa LLC had real estate assets of $23.4 million, total assets of $25.7 million, mortgages payable of $14.1 million and total liabilities of $14.5 million. Total revenues were $385,000 and $1.2 million, total expenses were $384,000 and $1.2 million (including interest expense) and net loss was $274,000 and $726,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $430,000 and $2.7 million, total expenses were $798,000 and $3.3 million (including interest expense) and net loss was $368,000 and $632,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note was assumed with the contribution of the property and bears interest at the rate of LIBOR plus a margin of 575 basis points (5.9% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of October 1, 2014, which may be extended for three additional one-year periods at La Costa LLC’s election and upon the satisfaction of certain conditions (including the payment of an extension fee upon the exercise of the second and third renewal options, execution of an interest rate cap and the establishment of certain reserve accounts). La Costa LLC has also entered into an interest rate cap related to the mortgage note, which limits LIBOR to a maximum of 3.0% and expires on October 1, 2014.

⁽²⁾  At September 30, 2014, Bay Hill had real estate assets of $36.5 million, total assets of $39.4 million, mortgages payable of $23.1 million and total liabilities of $25.1 million. At December 31, 2013, Bay Hill had real estate assets of $37.0 million, total assets of $39.9 million, mortgages payable of $23.4 million and total liabilities of $25.6 million. Total revenues were $959,000 and $2.9 million, total expenses were $508,000 and $1.6 million (including interest expense) and net income was $260,000 and $770,000 for the three and nine months ended September 30, 2014, respectively. Total revenues were $978,000 and $2.8 million, total expenses were $650,000 and $2.1 million (including interest expense) and net income was $174,000 and $230,000 for the three and nine months ended September 30, 2013, respectively. The mortgage note assumed with the acquisition of the Bay Hill property bears interest at the rate of LIBOR plus a margin of 325 basis points (3.4% at each of September 30, 2014 and December 31, 2013). The mortgage note has a maturity date of April 2, 2015, which may be extended for two additional one-year periods at the borrower’s election and upon the satisfaction of certain conditions.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2014

Fair Value of Financial Instruments

19. Fair Value of Financial Instruments

The Company is required to disclose fair value information relating to financial instruments that are remeasured on a recurring basis and those that are only initially recognized at fair value (not required to be subsequently remeasured). The Company’s disclosures of estimated fair value of financial instruments were determined using available market information and appropriate valuation methods. The use of different assumptions or methods of estimation may have a material effect on the estimated fair value of financial instruments.

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at September 30, 2014 (dollars in thousands):

	Balance at December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations	$	—	$	—	$	—	$	—
Investment in equity securities(1)		10,433		10,433		—		—
Total	$	10,433	$	10,433	$	—	$	—

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at December 31, 2013 (dollars in thousands):

	Balance at December 31, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations(2)	$	507	$	—	$	—	$	507

⁽¹⁾ Amount reflects the Company’s investment in equity securities of publicly-traded companies, which are considered available-for-sale and recorded at fair value based upon the closing trading price of the equity security as of the balance sheet date.

⁽²⁾ Amount reflects the fair value of funds expected to be received pursuant to master lease agreements executed in connection with the Promenade Corporate Center acquisition. The Company has estimated the fair value of the asset based on its expectations of the probability of leasing or releasing spaces within the term of the master lease agreements and corresponding estimates for time required to lease, lease rates and funds required for tenant improvements and lease commissions. This amount has been included in other assets in the accompanying condensed consolidated balance sheets, with subsequent changes in the fair value of the asset recorded as a gain (loss) in earnings in the period in which the change occurs.

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2014 (dollars in thousands):

	Other Assets Related to Business Combinations (1)
Beginning balance, January 1, 2014	$	507
Total gains: Included in earnings		—
Purchases, issuances or settlements		(507	)
Ending balance, September 30, 2014	$	—

⁽¹⁾  The change of $507,000 for other assets related to business combinations during the nine months ended September 30, 2014 is comprised of cash payments received on the master lease asset.

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2013 (dollars in thousands):

	Other Assets Related to Business Combinations (1)			Contingent Consideration Related to Business Combinations (2)			Derivative Instruments Related to Business Combinations (3)
Beginning balance, January 1, 2013	$	992		$	(1,787	)	$	(274	)
Total gains: Included in earnings		6			1,562			246
Purchases, issuances or settlements		(384	)		20			28
Ending balance, September 30, 2013	$	614		$	(205	)	$	—

⁽¹⁾  The change of $378,000 for other assets related to business combinations during the nine months ended September 30, 2013 is comprised of payments received on the master lease assets and an increase in the estimated fair value of funds to be received from escrow of $6,000.

⁽²⁾  The change of $1.6 million for contingent consideration related to business combinations represents the reversal of a contingent liability related to the earn-out for one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the condensed consolidated statements of operations). The remaining earn-out has a fair value of approximately $205,000 based on the funds due to the former owner, which were paid in full in October 2013.

⁽³⁾  The change of $274,000 for derivative instruments related to business combinations during the nine months ended September 30, 2013 is related to changes to the redemption provision for OP units issued in connection with the 2011 Edwards Theatres acquisition as a result of (a) a decrease of $246,000 due to recognition of a gain included in earnings related to changes in the fair value of the redemption obligation and (b) a decrease of $28,000 due to the redemption of corresponding OP units.

There were no additional gains or losses, purchases, sales, issuances, settlements, or transfers in or out related to any of the three levels of the fair value hierarchy during the nine months ended September 30, 2014 and 2013.

The Company has not elected the fair value measurement option for any of its other financial assets or liabilities. The Company estimates the fair value of its financial assets using a discounted cash flow analysis based on an appropriate market rate for a similar type of instrument. The Company estimates the fair value of its financial liabilities by using either (1) a discounted cash flow analysis using an appropriate market discount rate for similar types of instruments, or (2) a present value model and an interest rate that includes a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

The fair values of certain additional financial assets and liabilities at September 30, 2014 and December 31, 2013 (fair value measurements categorized as Level 3 of the fair value hierarchy) are as follows (dollars in thousands):

	September 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Note receivable (Other Assets)	$	—	$	—	$	750	$	750
Financial liabilities:
Mortgage notes payable		160,837		166,776		251,191		254,473
Notes payable		56,000		55,487		179,500		179,500
Unsecured notes		348,725		352,066		100,000		100,000

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Subsequent Events - Additional Information (Detail) (USD $)	9 Months Ended	12 Months Ended	3 Months Ended	9 Months Ended	0 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014 7.00% Series A cumulative convertible perpetual preferred stock	Sep. 30, 2014 7.00% Series A cumulative convertible perpetual preferred stock	Oct. 16, 2014 Subsequent Event 7.00% Series A cumulative convertible perpetual preferred stock	Oct. 01, 2014 Subsequent Event Retail center sqft	Oct. 23, 2014 Subsequent Event Lowes
Subsequent Event [Line Items]
Business acquisition, area of land						340,000
Business acquisition, purchase price						$ 141,500,000
Business acquisition, cash payment						98,800,000
Business acquisition, assumption of mortgage note outstanding balance						42,700,000
Repurchase of preferred shares, value	105,775	0	669,025	669,025	150,000
Repurchase of preffered shares	1,400,000		17,400,000	17,400,000	3,800,000
Weighted-average purchase price per share	$ 25.79		$ 25.79	$ 25.79	$ 25.00
Sales of property							24,400,000
Gain on sale of property							$ 1,900,000

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Acquisitions (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2014 The Family Center at Fort Union		Sep. 30, 2014 The Family Center at Orem		Sep. 30, 2013 Tracy Pavilion	Sep. 30, 2013 Stadium Center	Sep. 30, 2013 League City Town Center	Sep. 30, 2013 Living Spaces-Promenade
Business Acquisition [Line Items]
Property		The Family Center at Fort Union	[1]	The Family Center at Orem	[1]	Tracy Pavilion	Stadium Center	League City Towne Center	Living Spaces-Promenade	[2]
Date Acquired		Sep. 26, 2014	[1]	Sep. 26, 2014	[1]	Jan. 24, 2013	Jul. 01, 2013	Aug. 01, 2013	Aug. 27, 2013	[2]
Location		Midvale, UT	[1]	Orem, UT	[1]	Tracy, CA	Manteca, CA	League City, TX	Scottsdale, AZ	[2]
Debt Assumed	$ 8,204								$ 7,268	[2]

[1] On September 26, 2014, the Company completed the acquisition of a portfolio of two retail shopping centers, which are located in Utah. The purchase price of $148.4 million was paid entirely in cash.

[2] On August 27, 2013, the Company acquired a land parcel that was previously not owned at The Promenade retail property in Scottsdale, Arizona (not considered a separate property). The land parcel contains a building, which was constructed by the tenant and is subject to a ground lease.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2014

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at September 30, 2014 (dollars in thousands):

	Balance at December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations	$	—	$	—	$	—	$	—
Investment in equity securities(1)		10,433		10,433		—		—
Total	$	10,433	$	10,433	$	—	$	—

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at December 31, 2013 (dollars in thousands):

	Balance at December 31, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations(2)	$	507	$	—	$	—	$	507

⁽¹⁾ Amount reflects the Company’s investment in equity securities of publicly-traded companies, which are considered available-for-sale and recorded at fair value based upon the closing trading price of the equity security as of the balance sheet date.

⁽²⁾ Amount reflects the fair value of funds expected to be received pursuant to master lease agreements executed in connection with the Promenade Corporate Center acquisition. The Company has estimated the fair value of the asset based on its expectations of the probability of leasing or releasing spaces within the term of the master lease agreements and corresponding estimates for time required to lease, lease rates and funds required for tenant improvements and lease commissions. This amount has been included in other assets in the accompanying condensed consolidated balance sheets, with subsequent changes in the fair value of the asset recorded as a gain (loss) in earnings in the period in which the change occurs.

Statement of Reconciliation of Financial Instruments Remeasured on Recurring Basis

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2014 (dollars in thousands):

	Other Assets Related to Business Combinations (1)
Beginning balance, January 1, 2014	$	507
Total gains: Included in earnings		—
Purchases, issuances or settlements		(507	)
Ending balance, September 30, 2014	$	—

⁽¹⁾  The change of $507,000 for other assets related to business combinations during the nine months ended September 30, 2014 is comprised of cash payments received on the master lease asset.

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2013 (dollars in thousands):

	Other Assets Related to Business Combinations (1)			Contingent Consideration Related to Business Combinations (2)			Derivative Instruments Related to Business Combinations (3)
Beginning balance, January 1, 2013	$	992		$	(1,787	)	$	(274	)
Total gains: Included in earnings		6			1,562			246
Purchases, issuances or settlements		(384	)		20			28
Ending balance, September 30, 2013	$	614		$	(205	)	$	—

⁽¹⁾  The change of $378,000 for other assets related to business combinations during the nine months ended September 30, 2013 is comprised of payments received on the master lease assets and an increase in the estimated fair value of funds to be received from escrow of $6,000.

⁽²⁾  The change of $1.6 million for contingent consideration related to business combinations represents the reversal of a contingent liability related to the earn-out for one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the condensed consolidated statements of operations). The remaining earn-out has a fair value of approximately $205,000 based on the funds due to the former owner, which were paid in full in October 2013.

⁽³⁾  The change of $274,000 for derivative instruments related to business combinations during the nine months ended September 30, 2013 is related to changes to the redemption provision for OP units issued in connection with the 2011 Edwards Theatres acquisition as a result of (a) a decrease of $246,000 due to recognition of a gain included in earnings related to changes in the fair value of the redemption obligation and (b) a decrease of $28,000 due to the redemption of corresponding OP units.

Fair Values of Certain Additional Financial Assets and Liabilities

The fair values of certain additional financial assets and liabilities at September 30, 2014 and December 31, 2013 (fair value measurements categorized as Level 3 of the fair value hierarchy) are as follows (dollars in thousands):

	September 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Note receivable (Other Assets)	$	—	$	—	$	750	$	750
Financial liabilities:
Mortgage notes payable		160,837		166,776		251,191		254,473
Notes payable		56,000		55,487		179,500		179,500
Unsecured notes		348,725		352,066		100,000		100,000

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Condensed Consolidated Statements of Equity (USD $) In Thousands, except Share data	Total USD ($)	Common Shares USD ($)	Preference Shares USD ($)	Common Stock Subject to Mandatory Redemption USD ($)	Scenario, Actual USD ($)	7.00% Series A cumulative convertible perpetual preferred stock USD ($)	Preferred Stock 7.00% Series A cumulative convertible perpetual preferred stock USD ($)	Preferred Stock 7.00% Series A cumulative convertible perpetual preferred stock Preference Shares USD ($)	Preferred Stock 7.00% Series A cumulative convertible perpetual preferred stock Scenario, Actual USD ($)	Preferred Stock 8.125% Series B cumulative redeemable preferred stock USD ($)	Preferred Stock 8.125% Series B cumulative redeemable preferred stock Scenario, Actual USD ($)	Common Stock USD ($)	Common Stock Common Shares USD ($)	Common Stock Common Stock Subject to Mandatory Redemption	Common Stock Scenario, Actual USD ($)	Additional Paid-in Capital USD ($)	Additional Paid-in Capital Common Shares USD ($)	Additional Paid-in Capital Preference Shares USD ($)	Additional Paid-in Capital Common Stock Subject to Mandatory Redemption USD ($)	Additional Paid-in Capital Scenario, Actual USD ($)	Cumulative (Deficit) Retained Earnings USD ($)	Accumulated Other Comprehensive Loss USD ($)	Stockholders' Equity, Total USD ($)	Stockholders' Equity, Total Common Shares USD ($)	Stockholders' Equity, Total Preference Shares USD ($)	Stockholders' Equity, Total Common Stock Subject to Mandatory Redemption USD ($)	Stockholders' Equity, Total Scenario, Actual USD ($)	Noncontrolling Interests USD ($)	Noncontrolling Interests Common Stock Subject to Mandatory Redemption USD ($)	Noncontrolling Interests Scenario, Actual USD ($)
Balance at Dec. 31, 2012	$ 608,772						$ 47,703			$ 88,720		$ 448				$ 459,151					$ (1,414)	$ (572)	$ 594,036					$ 14,736
Balance (in shares) at Dec. 31, 2012												44,905,683
Net proceeds from sale of common stock (in shares)												3,211,928
Net proceeds from sale of common stock	40,727											32				40,695							40,727
Issuance of restricted common stock awards (in shares)												33,088
Redemption of OP units for common stock and cash (in shares)														22,074
Redemption of OP units for common stock and cash				44															279							279			(235)
Noncash amortization of share-based compensation	1,713															1,713							1,713
Common stock dividends	(24,349)															(16,849)					(7,500)		(24,349)
Distributions to non-controlling interests	(990)																											(990)
Net income	17,635																				17,146		17,146					489
Preferred stock dividends	(8,232)																				(8,232)		(8,232)
Change in unrealized loss on interest rate swaps	476																					465	465					11
Adjustment for non-controlling interests																(223)							(223)					223
Balance at Sep. 30, 2013	635,796						47,703			88,720		480				484,766						(107)	621,562					14,234
Balance (in shares) at Sep. 30, 2013												48,172,773
Balance at Dec. 31, 2012	608,772						47,703			88,720		448
Balance (in shares) at Dec. 31, 2012												44,905,683
Net proceeds from sale of common stock (in shares)												3,211,928
Repurchase of stock (in share)	0
Balance at Dec. 31, 2013	627,384				627,384		47,703		47,703	88,720	88,720	482			482	460,431				478,541	18,110		615,446				615,446	11,938		11,938
Balance (in shares) at Dec. 31, 2013												48,381,365			48,381,365
Reclassification of dividends, see Note 2	18,100															18,110					(18,110)
Net proceeds from sale of common stock (in shares)	0											12,650,000
Net proceeds from sale of common stock	160,554											127				160,427							160,554
Repurchase of stock (in share)	(105,775)					(669,025)							(105,775)
Repurchase of stock	(1,400)	(1,407)	(17,434)			(17,400)		(15,957)					(1)				(1,406)	(1,477)						(1,407)	(17,434)
Forfeitures of restricted common stock awards (in share)												(466,864)
Forfeiture of restricted common stock awards												(4)				4
Issuance of restricted common stock awards (in shares)	1,327,509											657,682
Issuance of restricted common stock awards												6				(6)
Noncash amortization of share-based compensation	3,117															3,117							3,117
Common stock dividends	(29,869)															(29,869)							(29,869)
Distributions to non-controlling interests	(943)																											(943)
Net income	5,475																				5,248		5,248					227
Preferred stock dividends	(7,989)															(2,741)					(5,248)		(7,989)
Change in unrealized loss on investment in equity securities	(22)																					(22)	(22)
Adjustment for non-controlling interests																(550)							(550)					550
Balance at Sep. 30, 2014	738,866						31,746			88,720		610				606,040						(22)	727,094					11,772
Balance (in shares) at Sep. 30, 2014												61,116,408
Balance at Jun. 25, 2014
Repurchase of stock (in share)						(669,025)
Repurchase of stock						(17,400)
Net income	1,218
Balance at Sep. 30, 2014	$ 738,866						$ 31,746			$ 88,720

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Revenue and Expense from Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013		Sep. 30, 2014	Sep. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale of real estate assets		$ 11,974			$ 11,974
Retail Property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenues		559			1,815
Total expenses		214			1,334
Income before non-controlling interests and gain on sale of real estate assets		345			481
Gain on sale of real estate assets		11,974			11,974
Non-controlling interest in discontinued operations		(248)	[1]		(229)	[1]
Income from discontinued operations available to the common stockholders	$ 0	$ 12,071		$ 0	$ 12,226

[1] Amounts represent the portion of non-controlling interest related to OP units not held by the Parent Company that would be attributable to discontinued operations (no amounts would be allocable with respect to the condensed consolidated financial statements of the Operating Partnership).

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying condensed consolidated financial statements of the Company include all the accounts of the Company and all entities in which the Company has a controlling interest. The financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements and have not been audited by independent registered public accountants.

The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate investments in these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.

Cash and Cash Equivalents:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value, due to their short term maturities.

Restricted Cash:

Restricted cash is comprised of impound reserve accounts for property taxes, insurance, capital improvements and tenant improvements.

Accounts Payable and Other Liabilities:

Included in accounts payable and other liabilities are deferred rents in the amount of $3.1 million and $3.5 million at September 30, 2014 and December 31, 2013, respectively.

Revenue Recognition:

The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. In determining what constitutes the leased asset, the Company evaluates whether the Company or the lessee is the owner, for accounting purposes, of the tenant improvements. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes that it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized on a straight-line basis over the remaining non-cancelable term of the respective lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct improvements. The determination of who is the owner, for accounting purposes, of the tenant improvements is highly subjective and determines the nature of the leased asset and when revenue recognition under a lease begins. The Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:

• whether the lease stipulates how and on what a tenant improvement allowance may be spent;

• whether the tenant or landlord retains legal title to the improvements;

• the uniqueness of the improvements;

• the expected economic life of the tenant improvements relative to the length of the lease;

• the responsible party for construction cost overruns; and

• who constructs or directs the construction of the improvements.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of cash rent due in a year and the amount recorded as rental income is referred to as the “straight-line rent adjustment.” Rental income (net of write-offs for uncollectible amounts) increased by $479,000 and $937,000 in the three months ended September 30, 2014 and 2013, respectively, and by $1.6 million and $2.9 million in the nine months ended September 30, 2014 and 2013, respectively, due to the straight-line rent adjustment. Percentage rent is recognized after tenant sales have exceeded defined thresholds (if applicable) and was $182,000 and $171,000 in the three months ended September 30, 2014 and 2013, respectively, and $579,000 and $741,000 in the nine months ended September 30, 2014 and 2013, respectively.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other operating expenses are recognized as revenues in the period the applicable expenses are incurred or as specified in the leases. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenue on a straight-line basis over the term of the related leases.

Property:

Costs incurred in connection with the development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and related costs and other direct costs incurred during the period of development. The Company capitalizes costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. The Company ceases capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalizes only those costs associated with any remaining portion under construction.

The Company has agreed to provide the developer/manager for development projects at the Plaza at Rockwall, Southlake Park Village, Cedar Square, and Chimney Rock properties with a profit participation interest based on the cash flows of the completed project after the Company has received distributions returning all of its capital investment plus a required rate of return (ranging from an 8% to 12% annualized rate of return). The Company initially records the profit participation interests at the estimated fair value of the obligation at the time of execution of the related agreement. The obligation is adjusted at each reporting date to the greater of the initial fair value at execution, or the amount that would be owed if the obligation were to be settled as of the reporting date. The Company has recorded $3.6 million for the costs related to the grants of these profit participation interests within construction in progress for the respective projects under development. During the three months ended September 30, 2014, the profit participation interest related to the development phase of the Plaza at Rockwall property that was completed during 2014, was settled with the developer for an agreed-upon settlement value of approximately $2.0 million. The settlement was based on 35% of the excess of the estimated fair value of the related real estate after deducting all of the development and operating costs, the investment capital and the required rate of return due to the Company as of the date of settlement. The settlement was comprised of a cash payment of approximately $1.1 million and the conversion of an outstanding note receivable owed by the developer in the amount of $910,000 (including accrued interest of $160,000 – see Note 7 for further discussion).

Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which include HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

Property is recorded at cost and is depreciated using the straight-line method over the estimated lives of the assets as follows:

Building and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed:

The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. This assessment considers expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants’ ability to perform their duties and pay rent under the terms of the leases. The determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense, expected to result from the long-lived asset’s use and eventual disposition. The Company’s evaluation as to whether impairment may exist, including estimates of future anticipated cash flows, are highly subjective and could differ materially from actual results in future periods. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. Although the Company’s strategy is to hold its properties over a long-term period, if the strategy changes or market conditions dictate that the sale of properties at an earlier date would be preferable, a property may be classified as held for sale and an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less cost to sell. There was no impairment recorded for the nine months ended September 30, 2014 or 2013.

Investments in Partnerships and Limited Liability Companies:

The Company evaluates its investments in limited liability companies and partnerships to determine whether any such entities may be a VIE and, if a VIE, whether the Company is the primary beneficiary. Generally, an entity is determined to be a VIE when either (1) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support provided by any parties or (2) as a group, the holders of the equity investment lack one or more of the essential characteristics of a controlling financial interest. The primary beneficiary is the entity that has both (1) the power to direct matters that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. In addition, the Company considers the form of ownership interest, voting interest, the size of the investment (including loans) and the rights of other investors to participate in policy making decisions, to replace or remove the manager and to liquidate or sell the entity. The obligation to absorb losses and the right to receive benefits when a reporting entity is affiliated with a VIE must be based on ownership, contractual and/or other pecuniary interests in that VIE.

If the foregoing conditions do not apply, the Company considers whether a general partner or managing member controls a limited partnership or limited liability company. The general partner in a limited partnership or managing member in a limited liability company is presumed to control that limited partnership or limited liability company. The presumption may be overcome if the limited partners or members have either (1) the substantive ability to dissolve the limited partnership or limited liability company or otherwise remove the general partner or managing member without cause or (2) substantive participating rights, which provide the limited partners or members with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited partnership’s or limited liability company’s business and thereby preclude the general partner or managing member from exercising unilateral control over the partnership or company. If these criteria are not met and the Company is the general partner or the managing member, as applicable, the Company will consolidate the partnership or limited liability company.

Investments that are not consolidated, over which the Company exercises significant influence but does not control, are accounted for under the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for the Company’s portion of earnings or losses and for cash contributions and distributions. Under the equity method of accounting, the Company’s investment is reflected in the condensed consolidated balance sheets and its share of net income or loss is included in the condensed consolidated statements of operations and comprehensive income.

For all investments in unconsolidated entities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing, new product initiatives and new collaborative agreements.

Investments in Equity Securities:

The Company, through its Operating Partnership, may hold investments in equity securities in certain publicly-traded companies. The Company does not acquire investments for trading purposes and, as a result, all of the Company’s investments in publicly-traded companies are considered “available-for-sale” and are recorded at fair value. Changes in the fair value of investments classified as available-for-sale are recorded in other comprehensive income (loss). The fair value of the Company’s equity securities in publicly-traded companies is determined based upon the closing trading price of the equity security as of the balance sheet date. The cost of investments sold is determined by the specific identification method, with net realized gains and losses included in other income. For all investments in equity securities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing and new product and service initiatives.

During the three months ended September 30, 2014, the Company purchased approximately 434,000 shares of preferred stock in public companies within the real estate industry for an initial cost basis of approximately $10.4 million.

Investments in equity securities, which are included in other assets on the accompanying consolidated balance sheets, consisted of the following (in thousands):

	September 30, 2014			December 31, 2013
Equity securities, initial cost basis	$	10,455		$	—
Gross unrealized gains		41			—
Gross unrealized losses		(63	)		—
Equity securities, fair value(1)	$	10,433		$	—

⁽¹⁾  Determination of fair value is classified as Level 1 in the fair value hierarchy based on the use of quoted prices in active markets (see section entitled “Fair Value of Financial Instruments” below).

Share-Based Payments:

All share-based payments to employees are recognized in earnings based on their fair value on the date of grant. Through September 30, 2014, the Company has awarded only restricted stock awards under its incentive award plan, which are based on shares of the Parent Company’s common stock. The fair value of equity awards that include only service or performance vesting conditions is determined based on the closing market price of the underlying common stock on the date of grant. The fair value of equity awards that include one or more market vesting conditions is determined based on the use of a widely accepted valuation model. The fair value of equity grants is amortized to general and administrative expense ratably over the requisite service period for awards that include only service vesting conditions and utilizing a graded vesting method (an accelerated vesting method in which the majority of compensation expense is recognized in earlier periods) for awards that include one or more market vesting conditions, adjusted for anticipated forfeitures.

Purchase Accounting:

The Company, with the assistance of independent valuation specialists as needed, records the purchase price of acquired properties as tangible and identified intangible assets and liabilities based on their respective fair values. Tangible assets (building and land) are recorded based upon the Company’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered include an estimate of carrying costs during the expected lease-up periods taking into account current market conditions and costs to execute similar leases. The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, site improvements and leasing costs are based upon current market replacement costs and other relevant market rate information. Additionally, the purchase price of the applicable property is recorded as the above- or below-market value of in-place leases, the value of in-place leases and above- or below-market value of debt assumed, as applicable.

The value recorded as the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between: (1) the contractual amounts to be paid pursuant to the lease over its remaining term, and (2) the Company’s estimate of the amounts that would be paid using fair market rates at the time of acquisition over the remaining term of the lease. The amounts recorded as above-market leases are included in lease intangible assets, net in the Company’s accompanying condensed consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term of the acquired leases with each property. The amounts recorded as below-market lease values are included in lease intangible liabilities, net in the Company’s accompanying condensed consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term plus any below-market fixed price renewal options of the acquired leases with each property.

The value recorded as above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded as above- or below-market debt are included in mortgage payables, net in the Company’s accompanying condensed consolidated balance sheets and are amortized to interest expense over the remaining term of the assumed mortgage.

Tenant receivables:

Tenant receivables and deferred rent are carried net of the allowances for uncollectible current tenant receivables and deferred rent. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company maintains an allowance for deferred rent receivable arising from the straight-lining of rents. Such allowances are charged to bad debt expense which is included in other operating expenses on the accompanying condensed consolidated statement of operations. The Company’s determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. At September 30, 2014 and December 31, 2013, the Company had $484,000 and $895,000, respectively, in allowances for uncollectible accounts (including straight-line deferred rent receivables) as determined to be necessary to reduce receivables to the estimate of the amount recoverable. During the three months ended September 30, 2014 and 2013, $97,000 and $517,000, respectively, of receivables were charged to bad debt expense. During the nine months ended September 30, 2014 and 2013, $469,000 and $959,000, respectively, of receivables were charged to bad debt expense.

Non-controlling Interests:

Non-controlling interests on the condensed consolidated balance sheets of the Parent Company relate to the OP units that are not owned by the Parent Company and the portion of consolidated joint ventures not owned by the Parent Company. The OP units not held by the Parent Company may be redeemed by the Parent Company at the holder’s option for cash. The Parent Company, at its option, may satisfy the redemption obligation with common stock on a one-for-one basis, which has been further evaluated to determine that permanent equity classification on the balance sheets is appropriate.

During the nine months ended September 30, 2013, a total of 19,904 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Company for redemption, resulting in the issuance of 22,074 shares of the Parent Company’s common stock. The OP units were redeemed for common stock on a one-for-one basis, with additional common stock provided as a result of the accompanying additional redemption obligation that guaranteed consideration equal to $14.00 per OP unit on the date of redemption. The remaining additional redemption obligation of $246,000 associated with the 2011 Edwards Theatres acquisition expired on March 11, 2013 and was reclassified and recognized as a gain in changes in fair value of financial instruments and gain on OP unit redemption (net of a loss of $16,000 on the OP unit redemption) on the accompanying condensed consolidated financial statements. The remaining outstanding OP units related to the 2011 Edwards Theatres acquisition continue to be redeemable by the OP unitholders for cash or common stock on a one-for-one basis (the determination of redemption for cash or common stock is at the Parent Company’s option).

Non-controlling interests on the condensed consolidated balance sheets of the Operating Partnership represent the portion of equity that the Operating Partnership does not own in those entities it consolidates.

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the periods, the Company had deposits in excess of the FDIC insurance limit.

In the three and nine months ended September 30, 2014 and 2013, no tenant accounted for more than 10% of revenues.

At September 30, 2014, the Company’s gross real estate assets in the states of California, Arizona, Utah, Texas and Virginia represented approximately 21.5%, 15.0%, 13.7%, 13.4% and 12.9%, respectively, of the Company’s total assets. At December 31, 2013, the Company’s gross real estate assets in the states of California, Arizona, Virginia and Texas represented approximately 23.9%, 17.6%, 14.7% and 13.7%, respectively, of the Company’s total assets. For the nine months ended September 30, 2014, the Company’s revenues derived from properties located in the states of California, Arizona, Virginia and Texas represented approximately 23.0%, 18.6%, 12.1% and 11.4%, respectively, of the Company’s total revenues. For the nine months ended September 30, 2013, the Company’s revenues derived from properties located in the states of California, Arizona, Virginia and Texas represented approximately 22.5%, 18.2%, 11.8% and 11.2%, respectively, of the Company’s total revenues.

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments:

The Company measures financial instruments and other items at fair value where required under GAAP, but has elected not to measure any additional financial instruments and other items at fair value as permitted under fair value option accounting guidance.

Fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, there is a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the assets or liabilities, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company has used interest rate swaps to manage its interest rate risk (see Note 11). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Changes in the fair value of financial instruments (other than derivative instruments for which an effective hedging relationship exists and available-for-sale securities) are recorded as a charge against earnings in the condensed consolidated statements of operations in the period in which they occur. The Company estimates the fair value of financial instruments at least quarterly based on current facts and circumstances, projected cash flows, quoted market prices and other criteria (primarily utilizing Level 3 inputs). The Company may also utilize the services of independent third-party valuation experts to estimate the fair value of financial instruments, as necessary.

Derivative Instruments:

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, from time to time the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

In addition, from time to time the Company may execute agreements in connection with business combinations that include embedded derivative instruments as part of the consideration provided to the sellers of the properties. Although these embedded derivative instruments are not intended as hedges of risks faced by the Company, they can provide additional consideration to the Company’s selling counterparties and may be a key component of negotiations.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily 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 amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company records all derivative instruments on the condensed consolidated balance sheets at their fair value. In determining the fair value of derivative instruments, the Company also considers the credit risk of its counterparties, which typically constitute larger financial institutions engaged in providing a wide variety of financial services. These financial institutions generally face similar risks regarding changes in market and economic conditions, including, but not limited to, changes in interest rates, exchange rates, equity and commodity pricing and credit spreads.

Accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative, whether it has been designated as a hedging instrument and whether the hedging relationship has continued to satisfy the criteria to apply hedge accounting. For derivative instruments qualifying as cash flow hedges, the effective portion of changes in the fair value is initially recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in the cash flows of the derivative hedging instrument with the changes in the cash flows of the hedged item or transaction.

The Company formally documents the hedging relationship for all derivative instruments, has accounted for its interest rate swap agreements as cash flow hedges and does not utilize derivative instruments for trading or speculative purposes.

Changes in Accumulated Other Comprehensive Loss:

The following table reflects amounts that were reclassified from accumulated other comprehensive loss and included in earnings for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Parent Company						Operating Partnership
	Nine Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Balance – January 1	$	—		$	(572	)	$	—		$	(620	)
Unrealized loss on interest rate swaps:
Unrealized loss		—			(19	)		—			(19	)
Amount reclassified and recognized in net income(1)		—			495			—			495
Unrealized gain on investment in equity securities:
Unrealized loss		(22	)		—			(22	)		—
Net change in other comprehensive income		(22	)		476			(22	)		476
Total other comprehensive loss allocable to non-controlling interests		—			(11	)		—			—
Balance – September 30	$	(22	)	$	(107	)	$	(22	)	$	(144	)

⁽¹⁾  Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the condensed consolidated statements of operations ($171,000 was recognized in interest expense for the three months ended September 30, 2013 – see Note 11).

Revision to Consolidated Financial Statements:

Subsequent to the issuance of the Parent Company’s consolidated financial statements for the year ended December 31, 2013, the Parent Company determined that certain dividends paid that were reflected as a reduction of additional paid-in capital should have been reflected as a reduction of available retained earnings. The Parent Company reviewed the impact of this correction with respect to the prior period consolidated financial statements and determined that the correction was not material. However, the Parent Company has revised the accompanying condensed consolidated balance sheet at December 31, 2013 to reflect this correction in the prior period. The effect of the correction to the consolidated balance sheets is an increase to additional paid-in capital and a corresponding decrease to retained earnings of $18.1 million at December 31, 2013. The effect of the correction to the consolidated statement of equity for the nine months ended September 30, 2013 was an increase in reported additional paid-in capital from $469.0 million to $484.8 million and a decrease in reported cumulative (deficit) retained earnings from $15.7 million to $0. The condensed consolidated statement of equity for the nine months ended September 30, 2014 included herein reflects a reclassification of $18.1 million from additional paid-in capital to retained earnings relating to the year ended December 31, 2013. This correction had no effect on previously reported revenues, net income, earnings per share, cash flows or total stockholders’ equity.

Recent Accounting Pronouncements:

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. The Company chose to early adopt ASU 2014-08 on January 1, 2014, which did not have a material impact on the Company’s consolidated financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition – Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update require companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 31, 2016 and for interim periods therein and requires expanded disclosures. The Company is currently assessing the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations.

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Lease Intangible Assets Net - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Finite-Lived Intangible Assets [Line Items]
Amortization expense recorded on the lease intangible assets			$ (136)	$ 205
Leasing Commissions
Finite-Lived Intangible Assets [Line Items]
Amortization expense recorded on the lease intangible assets	4,900	5,500	15,000	18,300
Above Market Leases
Finite-Lived Intangible Assets [Line Items]
Amortization expense recorded on the lease intangible assets	$ 1,200	$ 1,000	$ 3,100	$ 3,600

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Vested Ownership Interests in Operating Partnership (Detail)	Sep. 30, 2014	Dec. 31, 2013
Equity [Line Items]
OP Units	61,425,041	48,789,205
Percentage of Total	100.00%	100.00%
Noncontrolling Interests
Equity [Line Items]
OP Units	1,019,523	1,019,523
Percentage of Total	1.70%	2.10%
Excel Trust, Inc.
Equity [Line Items]
OP Units	60,405,518	47,769,682
Percentage of Total	98.30%	97.90%

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Carrying Value of Unsecured Notes (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	May 12, 2014 Two Thousand Twenty Four Senior Notes	Sep. 30, 2014 Excel Trust, L.P.	Dec. 31, 2013 Excel Trust, L.P.	Sep. 30, 2014 Excel Trust, L.P. Two Thousand Twenty Four Senior Notes
Debt Instrument [Line Items]
Principal amount			$ 250,000	$ 100,000		$ 250,000
Unamortized debt discount						(1,275)
Unsecured notes	$ 348,725	$ 100,000		$ 348,725	$ 100,000	$ 248,725

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Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events

20. Subsequent Events

On October 1, 2014, the Company completed the acquisition of a retail center with approximately 340,000 square feet of GLA located in Palm Beach Gardens, Florida for a contractual purchase price, excluding closing costs, of approximately $141.5 million (cash payment of approximately $98.8 million and the assumption of a mortgage note with an outstanding balance of $42.7 million). An allocation of purchase price for the acquisition of the retail property has not yet been performed as the Company is continuing to collect the necessary information.

On October 16, 2014, the Parent Company repurchased an additional 150,000 shares of Series A preferred stock for an aggregate cost of approximately $3.8 million (excluding transaction costs) at a weighted-average purchase price of $25.00 per share. The repurchased shares of Series A preferred stock were subsequently retired and the Company will recognize a charge on the redemption.

On October 23, 2014, the Company completed the disposition of the Lowe’s property located in Shippensburg, Pennsylvania for a sales price of approximately $24.4 million, excluding closing costs. In connection with the disposition, the mortgage note secured by the property was also legally defeased. The sale resulted in a gain of approximately $1.9 million, which will be recognized as a gain on the sale of real estate assets.

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Derivatives and Hedging Activities - Additional Information (Detail) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2010 Interest Rate Swaps Derivative
Derivative [Line Items]
Notional value of two pay-fixed interest rate swaps			$ 55,800,000
Weighted average interest rate			1.41%
Number of derivative instruments			2
Derivative financial instruments outstanding	0	0
Earnings attributable to hedge ineffectiveness	$ 0	$ 0

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Equity of the Operating Partnership (Tables)

9 Months Ended

Sep. 30, 2014

Vested Ownership Interests in Operating Partnership

The following table shows the vested partnership interests in the Operating Partnership as of September 30, 2014 and December 31, 2013:

	September 30, 2014					December 31, 2013
	OP Units		Percentage of Total			OP Units		Percentage of Total
Excel Trust, Inc.		60,405,518		98.3	%		47,769,682		97.9	%
Non-controlling interests consisting of:
OP units held by employees and third parties		1,019,523		1.7	%		1,019,523		2.1	%
Total		61,425,041		100.0	%		48,789,205		100.0	%

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Equity of the Operating Partnership

9 Months Ended

Sep. 30, 2014

Equity of the Operating Partnership

13. Equity of the Operating Partnership

As of September 30, 2014, the Operating Partnership had outstanding 62,135,931 OP units. The Parent Company owned 98.3% of the partnership interests in the Operating Partnership at September 30, 2014, is the Operating Partnership’s general partner and is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, the Parent Company effectively controls the ability to issue common stock of the Parent Company upon a limited partner’s notice of redemption. In addition, the Parent Company has generally acquired OP units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP units owned by limited partners that permit the Parent Company to settle in either cash or common stock at the option of the Parent Company are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that these OP units meet the requirements to qualify for presentation as permanent equity.

As of September 30, 2014, the Operating Partnership had outstanding 1,330,975 Series A preferred units and 3,680,000 8.125% Series B Cumulative Redeemable Preferred Units (collectively referred to as the “Preferred Units”). The Preferred Units were issued to the Parent Company in exchange for the net proceeds from the issuance of preferred stock of the Parent Company and contain the same terms and conditions as the preferred stock instruments (including, among other things, distribution rates and exchange or redemption provisions).

During the three months ended September 30, 2014, the Operating Partnership repurchased 669,025 Series A preferred units from the Parent Company (in connection with the Parent Company’s repurchase of its Series A preferred stock) for an aggregate cost of approximately $17.4 million (including transaction costs) at a weighted-average purchase price of $25.79 per share. The shares of Series A preferred stock were subsequently retired by the Operating Partnership. The repurchase resulted in a charge of approximately $1.5 million, which is classified as cost of redemption of preferred units on the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2014, the Operating Partnership repurchased 105,775 common OP units from the Parent Company (in connection with the Parent Company’s repurchase of its common stock) for an aggregate cost of approximately $1.4 million (including transaction costs) at a weighted-average purchase price of $12.52 per unit. The OP units were subsequently retired by the Operating Partnership. No OP units were repurchased from the Parent Company in connection with repurchases of its common stock during the year ended December 31, 2013.

In connection with the Equity Distribution Agreements, during the year ended December 31, 2013 the Operating Partnership issued 3,211,928 OP units to the Parent Company in exchange for net proceeds of approximately $40.7 million, which were used to repay outstanding indebtedness under its unsecured revolving credit facility and for other general corporate and working capital purposes. During the nine months ended September 30, 2014, the Operating Partnership did not issue any OP units to the Parent Company in connection with the Equity Distribution Agreements.

On June 25, 2014, the Operating Partnership issued 12,650,000 OP units to the Parent Company in exchange for net proceeds of approximately $160.6 million, which were used to fund certain property acquisitions and for other general corporate and working capital purposes.

Consolidated net income is reported in the Operating Partnership’s condensed consolidated financial statements at amounts that include the amounts attributable to both the unitholders and the non-controlling interests in a consolidated joint venture property. During the period from March 2012 to March 2013, a total of 591,474 OP units related to the 2011 Edwards Theatres acquisition were tendered to the Parent Company for redemption, resulting in the issuance of an additional 531,768 shares of the Parent Company’s common stock (and the issuance of an equivalent number of OP units to the Parent Company) and cash payments totaling approximately $1.9 million to former unitholders (see Note 19 for further discussion).

The following table shows the vested partnership interests in the Operating Partnership as of September 30, 2014 and December 31, 2013:

	September 30, 2014					December 31, 2013
	OP Units		Percentage of Total			OP Units		Percentage of Total
Excel Trust, Inc.		60,405,518		98.3	%		47,769,682		97.9	%
Non-controlling interests consisting of:
OP units held by employees and third parties		1,019,523		1.7	%		1,019,523		2.1	%
Total		61,425,041		100.0	%		48,789,205		100.0	%