S-11/A

As filed with the Securities and Exchange Commission on July 30, 2010

Registration Statement No. 333-165999

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

FORM S-11

FOR REGISTRATION

UNDER

THE SECURITIES ACT OF 1933

OF CERTAIN REAL ESTATE COMPANIES

DLC Realty Trust, Inc.

(Exact name of registrant as specified in its governing instruments)

580 White Plains Road

Tarrytown, New York 10591

(914) 631-3131

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Adam Ifshin

Chief Executive Officer and President

c/o DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

(914) 631-3131

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Larry P. Medvinsky, Esq.	Ettore A. Santucci, Esq.
Jason D. Myers, Esq.	Daniel P. Adams, Esq.
Clifford Chance US LLP	Goodwin Procter LLP
31 West 52nd Street	Exchange Place, 53 State Street
New York, New York 10019	Boston, Massachusetts 02109
Tel: (212) 878-8000	Tel: (617) 570-1000
Fax: (212) 878-8375	Fax: (617) 523-1231

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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

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

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

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

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

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

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

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

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus, dated July 30, 2010

P R O S P E C T U S

31,250,000 Shares

DLC Realty Trust, Inc.

Common Stock

DLC Realty Trust, Inc. is a Maryland corporation organized to qualify as a real estate investment trust that acquires, manages, leases, repositions and redevelops grocery and value-retail anchored shopping centers primarily in the Southeast, Northeast, Midwest and Mid-Atlantic United States.

This is our initial public offering and no public market currently exists for our common stock. We are offering 31,250,000 shares of our common stock as described in this prospectus. All of the shares of common stock offered by this prospectus are being sold by us. We currently expect the initial public offering price to be between $15.00 and $17.00 per share. Our common stock has been approved for listing on the New York Stock Exchange under the symbol “DLC,” subject to official notice of issuance.

Shares of our common stock are subject to ownership limitations that are intended to assist us in qualifying and maintaining our qualification as a real estate investment trust. Our charter contains certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a 9.0% ownership limit for all stockholders, generally, and a 13.8% ownership limit for Adam Ifshin, our chief executive officer and president, together with his family. See “Description of Securities—Restrictions on Ownership and Transfer” beginning on page 144 of this prospectus.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of these risks.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$

We have granted the underwriters the option to purchase an additional 4,687,500 shares of our common stock on the same terms and conditions set forth above if the underwriters sell more than 31,250,000 shares of common stock in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock on or about                     , 2010.

Joint Book-Running Managers

BofA Merrill Lynch Barclays Capital

Senior Co-Managers

Deutsche Bank Securities Raymond James RBC Capital Markets

Co-Managers

Piper Jaffray PNC Capital Markets LLC

The date of this prospectus is             , 2010.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
The Company	1
Our Business Strengths	2
Business and Growth Strategies	3
Market Information	4
Summary Risk Factors	5
Our Portfolio Summary	7
New Senior Secured Revolving Credit Facility and Debt Capitalization	8
Structure and Formation of Our Company	8
Consequences of This Offering and the Formation Transactions	10
Our Structure	11
Benefits to Related Parties	12
Restrictions on Transfer	13
Restrictions on Ownership of Our Capital Stock	14
Excluded Properties and Businesses	14
Conflicts of Interest	14
Distribution Policy	15
Our Tax Status	15
This Offering	16
Summary Historical and Unaudited Pro Forma Financial and Operating Data	17
RISK FACTORS	20
Risks Related to Our Properties and Our Business	20
Risks Related to Our Organization and Structure	31
Risks Related to This Offering	34
Tax Risks Related to Ownership of Our Shares	37
FORWARD-LOOKING STATEMENTS	42
USE OF PROCEEDS	44
DISTRIBUTION POLICY	47
CAPITALIZATION	50
DILUTION	51
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA	53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	56
Overview	56
Our Shopping Center Portfolio	57
Factors That May Influence Results of Operations	58
Critical Accounting Policies	60

	Page
Recently Adopted Accounting Pronouncements	63
Recently Issued Accounting Pronouncements	64
Results of Operations	65
Liquidity and Capital Resources	69
Leverage Policies	71
Consolidated Indebtedness to be Outstanding After This Offering	72
Contractual Obligations	74
Off-Balance Sheet Arrangements	75
Distribution Policy	75
Cash Flows	75
Net Operating Income	76
Funds from Operations	78
Inflation	78
Seasonality	79
Quantitative and Qualitative Disclosures About Market Risk	79
ECONOMIC AND MARKET OVERVIEW	80
Retail Industry Overview	80
Non-Discretionary Spending Outlook	80
Retail Real Estate Supply & Demand Fundamentals	82
Supporting Long-Term Demographics	82
BUSINESS AND PROPERTIES	83
Overview	83
Our Business Strengths	84
Business and Growth Strategies	86
Existing Portfolio	89
Lease Expirations	94
Lease Distribution	94
Tenant Improvement Costs and Leasing Commissions	95
Historical Capital Expenditures	96
Tenant Diversification	96
Annualized Historical Leasing Activity	97
Historical Percentage Leased and Rental Rates	97
Anchor Detail	98
Excluded Properties and Businesses	99
Indebtedness	99
Underwriting and Due Diligence Process	101
Leasing	101
Property Management	101
Construction Management	102

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	Page
Regulation	102
Insurance	103
Competition	103
Employees	103
Offices	104
Legal Proceedings	104
MANAGEMENT	105
Our Directors, Director Nominees and Senior Management Team	105
Corporate Governance Profile	109
Our Board’s Leadership Structure	110
Our Board’s Role in Risk Oversight	110
Board Committees	110
Code of Business Conduct and Ethics	112
Director Compensation	112
Executive Compensation	112
Employment Agreements	114
Limitation of Liability and Indemnification	119
Rule 10b5-1 Sales Plans	120
Compensation Committee Interlocks and Insider Participation	120
PRINCIPAL STOCKHOLDERS	121
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	122
Formation Transactions	122
Exchange and Subscription Agreements	122
Tax Protection Agreements	123
Partnership Agreement	124
Registration Rights	124
Employment Agreements	125
Indemnification of Our Directors and Officers	125
Predecessor Cash Amounts	125
Excluded Properties and Businesses	125
STRUCTURE AND FORMATION OF OUR COMPANY	127
Our Operating Partnership	127
Formation Transactions	127
Consequences of This Offering and the Formation Transactions	130
Our Structure	131
Benefits of This Offering and the Formation Transactions to Certain Parties	132
Determination of Offering Price	133
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES	134
Investment Policies	134

	Page
Dispositions	135
Financing Policies	135
Conflict of Interest Policies	136
Policies with Respect to Other Activities	137
Reporting Policies	137
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF DLC REALTY, L.P.	138
General	138
Management Liability and Indemnification	138
Fiduciary Responsibilities	138
LTIP Units	139
Distributions	139
Allocations of Net Income and Net Loss	139
Redemption Rights	140
Transferability of Operating Partnership Units; Extraordinary Transactions	140
Issuance of Our Stock	141
Tax Matters	141
Term	141
Amendments to the Operating Partnership Agreement	142
DESCRIPTION OF SECURITIES	143
General	143
Shares of Common Stock	143
Power to Reclassify Our Unissued Shares of Stock	144
Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock	144
Restrictions on Ownership and Transfer	144
Transfer Agent and Registrar	148
CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS	149
Our Board of Directors	149
Removal of Directors	149
Business Combinations	149
Control Share Acquisitions	150
Subtitle 8	151
Meetings of Stockholders	151
Amendments to Our Charter and Bylaws	151
Dissolution of Our Company	152

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	Page
Advance Notice of Director Nominations and New Business	152
Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws	152
Interested Director and Officer Transactions	153
Indemnification and Limitation of Directors’ and Officers’ Liability	153
REIT Qualification	154
SHARES ELIGIBLE FOR FUTURE SALE	155
General	155
Rule 144	155
Redemption/Exchange Rights	156
Registration Rights	156
2010 Equity Incentive Plan	156
Lock-up Agreements and Other Contractual Restrictions on Resale	156
U.S. FEDERAL INCOME TAX CONSIDERATIONS	158
Taxation of the Company	159
Requirements for Qualification—General	162
Tax Aspects of Investments in Partnerships	171
Failure to Qualify	173

	Page
Taxation of Stockholders	173
Other Tax Considerations	179
ERISA CONSIDERATIONS	180
UNDERWRITING	181
Commissions and Discounts	181
Over-Allotment Option	182
Directed Share Program	182
No Sales of Similar Securities	182
New York Stock Exchange Listing	182
Price Stabilization, Short Positions and Penalty Bids	183
Electronic Distribution	184
Other Relationships	184
Notice to Prospective Investors in the EEA	184
Notice to Prospective Investors in Switzerland	185
Notice to Prospective Investors in the Dubai International Financial Centre	186
LEGAL MATTERS	187
EXPERTS	187
WHERE YOU CAN FIND MORE INFORMATION	187
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or information to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

We use market data throughout this prospectus. We have obtained certain market data from publicly available information and industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable. Forecasts are based on industry surveys and the preparer’s expertise in the industry and there is no assurance that any of the projected amounts will be achieved. We believe this data others have compiled are reliable, but we have not independently verified this information.

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The term “our predecessor” means (i) DLC Management Corporation, which we refer to as “our management company,” (ii) Delphi Commercial Properties, Inc., a full service commercial real estate brokerage, which we refer to as “Delphi,” and (iii) the limited liability companies or partnerships that currently own, directly or indirectly and either through a fee interest or a ground lease interest, the 86 grocery and value-retail anchored shopping centers that we will own after the formation transactions described in this prospectus, which we refer to as the “existing entities.” Interests in our operating partnership are denominated in units of limited partnership, which we call operating partnership units. LTIP units are a special class of operating partnership units that may be awarded under our equity incentive plan. Operating partnership units are redeemable for cash, or at our election, shares of our common stock on a one-for-one basis. LTIP units will be similarly redeemable upon the satisfaction of certain conditions. As used herein, when we refer to our ownership interest in our operating partnership, we mean the percentage of all operating partnership units, including LTIP units, that are expected to be held by us. The term “fully diluted basis” means all outstanding shares of our common stock at such time plus all outstanding shares of restricted stock and shares of common stock issuable upon the exchange of operating partnership units and LTIP units for shares of our common stock on a one-for-one basis, which is not the same as the meaning of “fully diluted” under generally accepted accounting principles in the United States of America, or GAAP. The term “vertically integrated” means that we are able to provide a full spectrum of real estate services, including asset and property management, leasing, construction and financing, to support our existing portfolio. The term “grocery and value-retail anchored shopping centers” means shopping centers whose largest tenants, which drive customer traffic, are grocery stores and value-oriented retailers whose products are generally necessity-based items. The term “percentage rent” means the specified percentage of a tenant’s sales made at the rented premises that the tenant is obligated to pay its landlord, in addition to any fixed rental payments.

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PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information regarding our company, including under the caption “Risk Factors,” as well as the historical and unaudited pro forma financial statements, including the related notes, appearing elsewhere in this prospectus. Unless the context otherwise requires or indicates, references in this prospectus to “we,” “our,” “us” and “our company” refer to (i) DLC Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including DLC Realty, L.P., a Delaware limited partnership, which we refer to in this prospectus as “our operating partnership,” after giving effect to the formation transactions described in this prospectus and (ii) our predecessor before giving effect to the formation transactions described in this prospectus. Unless the context otherwise requires or indicates, the information contained in this prospectus assumes (i) the formation transactions, as described under the caption “Structure and Formation of Our Company” beginning on page 127, have been completed, (ii) the 31,250,000 shares of common stock to be sold in this offering are sold at $16.00 per share, which is the mid-point of the range of prices set forth on the front cover of this prospectus, (iii) no exercise by the underwriters of their option to purchase up to an additional 4,687,500 shares of our common stock solely to cover over-allotments, (iv) the operating partnership units to be issued in the formation transactions are valued at $16.00 per unit and (v) all property information is as of March 31, 2010.

The Company

We are a vertically integrated, self-administered and self-managed real estate investment trust, or REIT, that acquires, manages, leases, repositions and redevelops grocery and value-retail anchored shopping centers primarily in the Southeast, Northeast, Midwest and Mid-Atlantic United States. As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of gross leasable area, or GLA, located in 24 states. The shopping centers in our portfolio typically are tenanted by retailers that focus on value and necessity items and services, with approximately 66% of our annualized base rent derived from grocery-anchored shopping centers. We believe such retail shopping centers generate reliable customer traffic, which will provide us with more consistent property cash flows to support our ability to sustain our distributions through all economic cycles.

Since the founding of our predecessor entity in 1991, we have acquired over 100 retail shopping centers representing an aggregate transaction value of approximately $1.5 billion in 60 transactions totaling more than 16.8 million square feet in GLA, creating the 13^th largest private owner of shopping centers in the United States as of December 2009, according to Retail Traffic magazine. We are vertically integrated across all critical real estate operations and have more than 90 professionals who pro-actively and entrepreneurially manage our shopping centers with a long-term, hands-on approach that emphasizes the aggressive leasing of vacant spaces, attentive asset management and rigorous expense control.

Our primary business objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value through stable dividends and stock appreciation. We seek to accomplish these objectives by improving the overall performance and positioning of our assets by utilizing our strong tenant relationships and leasing expertise to increase occupancy and rental rates and our hands-on asset and property management experience to reduce property operating expenses. We target acquisitions that offer what we believe to be returns that will increase our funds from operations, or FFO, per share and operating partnership unit, or accretive returns, and significant upside through one or more of the following: vacant space for immediate lease-up, below-market rents in the existing tenancy, expansion opportunities, reducible cost structures, economies of scale and/or repositioning or redevelopment opportunities. We believe our focus differentiates us from many of our competitors, who frequently target core, stabilized properties. We also seek to acquire assets in opportunistic off-market transactions through our extensive relationships across the real estate and retail industries and through opportunities arising from our third-party asset management business. We do not intend to engage in any ground-up development activity.

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Our portfolio was approximately 88.3% leased as of March 31, 2010, with approximately 1.6 million square feet of GLA available for leasing. The occupancy of our portfolio reflects our strategic focus on acquiring properties that have relatively lower occupancy and rental rates, where we believe we can significantly improve operations and cash flow. During the three months ended March 31, 2010 and the year ended December 31, 2009, despite a very difficult economic environment for retail tenants, we leased approximately 432,916 square feet and 1.3 million square feet of GLA, respectively, including new leases totaling approximately 177,609 square feet and 360,000 square feet and renewals totaling approximately 255,307 square feet and 935,721 square feet. In addition, we executed new leases and lease renewals in the three months ended June 30, 2010 and the period from July 1, 2010 through July 23, 2010 and accepted non-binding letters of intent for new leases and lease renewals that remained outstanding as of July 23, 2010 as follows:

	April 1 – June 30, 2010				July 1 – July 23, 2010
	No. of Leases	Total GLA	Average Base Rent per  Square Foot(1)		No. of Leases	Total GLA	Average Base Rent per  Square Foot(1)(2)
New leases signed	33	169,600	$	12.94	2	6,058	$	12.49
Renewal leases signed	49	293,289		9.55	14	131,025		8.36
New lease LOIs(2)	—	—		—	10	49,647		12.44
Renewal lease LOIs(2)	—	—		—	9	41,663		13.34

(1) Based upon GLA of signed leases for the period presented.

(2) LOIs represent accepted non-binding letters of intent with prospective tenants with which we have entered into lease negotiations. All letters of intent outstanding as of July 23, 2010 are presented in the period from July 1, 2010 through July 23, 2010 regardless of when they were accepted.

We are a Maryland corporation that was formed on March 8, 2010. We conduct all of our business activities through our operating partnership, of which we are the sole general partner and expect to hold a 63.4% ownership interest upon completion of this offering. Our principal executive offices are located at 580 White Plains Road, Tarrytown, New York 10591. In addition, we have regional leasing and property management offices in Atlanta, Georgia; Chicago, Illinois; and Towson, Maryland. Our telephone number is (914) 631-3131. Our website address is www.dlcreit.com. The information on, or otherwise accessible through, our website does not constitute a part of this prospectus. We intend to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2010.

Our Business Strengths

The following business strengths serve as the foundation of our business:

• Established, Diversified Portfolio of Grocery and Value-Retail Anchored Shopping Centers. As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of GLA located in 24 states. Approximately 66% of our annualized base rent is generated from grocery-anchored shopping centers, and our portfolio is comprised predominantly of shopping centers with value-focused tenants that provide necessity items and services, which we believe to be advantageous throughout all economic cycles. Our four largest tenants represent four of the five largest grocery store chains in the United States as of March 31, 2010. No single tenant represents more than 5.0% of our annualized base rent in aggregate and our top ten tenants represent less than 30% of our annualized base rent in aggregate.

• Significant Internal Growth Potential. As of March 31, 2010, our portfolio was 88.3% leased. The occupancy of our portfolio reflects our strategic focus on acquiring properties with relatively lower occupancy and rental rates, where we believe we can significantly improve operations and cash flow. Our approximately 1.6 million square feet of GLA available for leasing as of March 31, 2010 offers

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immediate opportunity for incremental cash flow generation with what we believe to be modest lease-up investments.

• Significant External Growth Potential. We believe that, as a result of the continued disruption in the real estate market, there will be opportunities over the next several years to acquire assets that are under-leased or have below-market rents, and to acquire over-leveraged and under-capitalized shopping centers for redevelopment and repositioning. We believe we have established an extensive network of relationships that will enable us to continue to source new acquisition and redevelopment opportunities.

• Entrepreneurial Investment Focus. We believe we have an entrepreneurial corporate culture, and approach the retail real estate business with a different perspective than many of our peers. We seek to acquire assets where we believe we can generate accretive returns by employing our human capital and expertise, rather than focusing on the acquisition of low vacancy, stabilized assets where we see limited upside.

• Experienced and Committed Management Team. Our senior management team, which is led by Adam Ifshin, has been in place since 2005 and has an average of more than 20 years of real estate industry experience through several real estate, credit and retail cycles. In addition, upon consummation of this offering and the formation transactions, our senior management team will collectively own approximately 13.6% of our outstanding common stock on a fully diluted basis. As a result of their significant ownership interest, our senior management team’s interests are aligned with those of our stockholders and they are highly incentivized to maximize returns for our stockholders.

• Strong Relationships with a Diverse Group of Nationally Recognized Retailers. We have strong relationships and completed multiple transactions with many leading retailers including Ahold USA Inc. (the parent company of the Stop & Shop Supermarket Company and Giant Food Stores, LLC), CVS Caremark Corp., Dollar Tree, Inc., Family Dollar Stores, Inc., The Kroger Co., LA Fitness International, LLC, Publix Super Markets, Inc., Ross Stores, Inc., Sears Holdings Corporation, Supervalu Inc., The TJX Companies, Inc., Walgreen Co. and Wal-Mart Stores, Inc. We believe our strong retailer relationships create new leasing opportunities as these retailers expand while also supporting our tenant retention rate and reducing our marketing, leasing and tenant improvement costs that would otherwise result from having to re-lease space.

• Flexible Capital Structure Enables Us to Take Advantage of Acquisition Opportunities. Upon consummation of this offering and the formation transactions, our aggregate indebtedness (other than under our senior secured revolving credit facility) will consist almost entirely of fixed rate debt, which will have staggered maturities with a weighted average maturity of approximately 5.4 years and a weighted average interest rate of 5.7% per annum. None of our indebtedness will mature until 2012 and approximately $62.3 million (or approximately 9.2% of our total indebtedness upon completion of this offering and the formation transactions) will mature prior to 2014. We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility to fund acquisitions, redevelopment activities, tenant improvements, general corporate matters and working capital. The agreement will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering. The closing of the facility is contingent on the satisfaction of customary conditions.

Business and Growth Strategies

Our primary business objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value through stable dividends and stock appreciation. The strategies we intend to execute to achieve these goals include:

• Focus on Grocery and Value-Retail Anchored Shopping Center Ownership, Acquisition and Repositioning in Our Primary Markets. We intend to continue to pursue a broad mix of national,

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regional and local value-focused tenants, such as grocery stores, drugstores and discounters, as we believe these retailers are less reliant on sales of discretionary goods. We believe these retailers generate more consistent customer traffic and sales over time than retailers that rely on higher-end consumers and high levels of disposable income. Our acquisition strategy will focus primarily on shopping centers with what we believe to be longer-term growth potential as opposed to fully stabilized assets that provide more limited opportunities to grow cash flow.

• Maximize Cash Flow from Existing Properties. We aggressively seek to lease vacant space through our national retailer relationships and local, on-the-ground canvassing, while providing for an appropriate tenant mix for the local market. We believe our continued focus on reducing operating expenses enables us to generate additional cash flow and makes our properties more competitive by reducing our tenants’ total cost of occupancy. Further, we expect to take advantage of what we believe will be a period of increasing retail demand combined with limited new supply of shopping centers to lease the approximately 1.6 million square feet of GLA available for leasing in our portfolio, as of March 31, 2010.

• Exploit Existing Internal Growth Opportunities. We have historically pursued an investment strategy focused on acquiring properties that have relatively lower occupancy and rental rates where we believe we can improve the performance of these properties. We have significant real estate management, leasing, property management, and construction and redevelopment management expertise that we employ to improve operations and increase cash flows at these properties. As a result of these embedded internal growth opportunities, we believe we are not dependent solely upon new acquisitions to grow our business.

• Achieve External Growth Through Disciplined Acquisition Strategy. We target grocery and value-retail anchored shopping centers that offer what we believe to be significant upside through one or more of the following: vacant space for immediate lease-up, below-market rents in the existing tenancy, expansion opportunities, reducible cost structures, economies of scale and/or repositioning or redevelopment opportunities. We underwrite each acquisition to generate accretive returns and then seek to increase these returns over time by improving occupancy and cash flow at our properties. We believe our unique strategy of acquiring non-core, unstabilized or distressed properties offers greater growth opportunities than acquiring stabilized properties.

• Leverage Our Vertically Integrated Infrastructure. We are vertically integrated across all critical real estate operations, with more than 90 professionals who have significant expertise in real estate asset management, leasing, property management, acquisitions, dispositions, financial structuring, construction and redevelopment management and related legal and environmental matters. We have built an extensive infrastructure of personnel, policies and procedures that we believe enables us to manage and lease a large property portfolio with a diverse group of retail tenants.

Market Information

We have obtained certain market data included herein from publicly available information and other industry sources. These sources generally state that the information they provide has been obtained from sources believed to be reliable. Forecasts are based on data (including third-party data), models and experience of these sources, and are based on various assumptions, all of which are subject to change without notice. There is no assurance any of the projected amounts will be achieved. We believe the data others have compiled are reliable, but we have not independently verified this information.

Our business focuses primarily on neighborhood shopping centers (30,000 – 150,000 square feet in size) and community shopping centers (100,000 – 350,000 square feet in size) that provide consumers with convenience and necessity goods such as food, drugs and services. We believe over the next several years the performance of

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neighborhood and community shopping centers will benefit from the limited completion and delivery of new developments, improving macroeconomic conditions and a renewed focus on non-discretionary goods and services by retailers and consumers alike.

Retail sales of goods typically sold at shopping centers totaled $2.22 trillion in 2009 and have grown at an annual compounded rate of 4.1% per year since 1992. We expect the current economic environment will lead to increased customer traffic at shopping centers like ours with value-driven and discount retailers as consumers redirect their purchases away from higher-cost and discretionary retailers.

We believe grocery- and drug-store anchored neighborhood and community shopping centers generally are more resilient during economic downturns relative to retail centers that are more dependent upon discretionary spending. According to figures published by the U.S. Census Bureau in the Monthly Retail Trade Report, total grocery store sales were in excess of $526 billion in 2009 and have grown at an average rate of 3.5% per year for each of the last five years. According to the International Council of Shopping Centers, or the ICSC, supermarkets draw local customers an average of two-and-a-half times a week, generating reliable and repeat customer traffic.

After an extended period of positive growth, retail chain store sales growth, as measured by the ICSC, fell off sharply beginning in September 2008. However, in September 2009, retail chain store sales growth once again turned positive. Our belief that macroeconomic fundamentals are now recovering is further evidenced by labor market improvements and a return to positive growth in Gross Domestic Product, or GDP. According to figures published by the Bureau of Labor Statistics, following a period of sustained job loss throughout 2008 and 2009, the U.S. economy experienced five consecutive months of positive job growth from January through May 2010. Additionally, GDP has also resumed a positive growth trend with the Department of Commerce registering increases of 2.2%, 5.6% and 2.7% in the third and fourth quarters of 2009 and first quarter of 2010, respectively.

According to data published by Reis, Inc., an independent industry research provider, the total new supply of neighborhood and community shopping center space entering the market in 2009 was the lowest on record since the company began tracking the metric more than a decade ago. Additionally, forecasts of new community and neighborhood center space to be completed over the next five years are well below historical levels and should serve to benefit existing property owners through decreased competition for tenants.

Summary Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, together with all the other information contained in this prospectus, before making an investment decision to purchase our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a significant part of your investment in our common stock.

• We have not obtained as part of the formation transactions recent appraisals of the properties we will own upon completion of this offering and the formation transactions and the value of these properties was not negotiated at arm’s length and the consideration given by us in exchange for them may exceed their fair market value.

• Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

• Our dependence on rental income may adversely affect our profitability, our ability to meet our debt obligations and our ability to make distributions to our stockholders; failure by any major tenant with leases in multiple locations to make rental payments to us could seriously harm our performance.

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• Our outstanding indebtedness upon completion of this offering reduces cash available for distribution and may expose us to the risk of default under our debt obligations.

• Our results of operations will be significantly influenced by the economies of the markets in which we operate, and the market for retail space generally.

• Our growth depends on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy debt obligations and make distributions to our stockholders.

• We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could adversely affect our financial condition, results of operations, cash flow and trading price of our common stock.

• We may assume unknown liabilities in connection with the formation transactions, which, if significant, could adversely affect our business.

• We have no experience operating as a REIT or as a public company, which may affect our ability to successfully operate our business or generate sufficient cash flows to make or sustain distributions to our stockholders.

• Our success depends on key personnel whose continued service is not guaranteed.

• Certain members of our senior management team have outside business interests that could take their time and attention away from us.

• Certain provisions of our charter and Maryland law could inhibit changes in control of us, which could lower the value of our shares.

• There has been no public market for our common stock prior to this offering and an active trading market may not develop or be sustained following this offering.

• Our ability to pay our estimated initial annual distribution, which represents approximately 107.6% of our estimated cash available for distribution for the twelve months ending March 31, 2011, depends on our actual operating results, and we may be required to borrow funds to pay this distribution, which could slow our growth.

• Differences between the book value of the assets we will own following the formation transactions and the price paid for our common stock will result in an immediate and material dilution of the book value of our common stock that investors will own upon completion of this offering and the formation transactions.

• Our predecessor has experienced historical losses and accumulated deficits and we may experience future losses.

• Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders.

• REIT distribution requirements could require us to borrow funds during unfavorable market conditions or subject us to tax which would reduce the cash available for distribution to our stockholders.

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Our Portfolio Summary

As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of GLA and was approximately 88.3% leased. The occupancy of our portfolio reflects our strategic focus on acquiring properties that have relatively lower occupancy and rental rates, where we believe we can significantly improve operations and cash flow. The table below presents an overview of our portfolio as of March 31, 2010:

Region / State	Number of Properties	Total GLA(1)	Leased GLA(1)	Percent of Total GLA		Percent Leased(2)		Annualized Base  Rent(2)(3)		Percent of Annualized Base Rent		Annualized Base Rent Per Leased  Square Foot(4)
								(in thousands)
Southeast
Georgia	14	1,550,828	1,362,442	11.5	%	87.9	%	$	13,861	11.2	%	$	10.15
Florida	6	774,234	709,883	5.8	%	91.7	%		7,742	6.3	%		10.12
North Carolina	5	602,364	538,466	4.5	%	89.4	%		4,898	4.0	%		8.88
Alabama	4	548,059	399,304	4.1	%	72.9	%		3,396	2.8	%		8.50
Tennessee	2	537,918	451,826	4.0	%	84.0	%		3,150	2.6	%		6.97
South Carolina	5	317,181	301,204	2.4	%	95.0	%		2,962	2.4	%		9.56
Texas	1	173,376	127,518	1.3	%	73.5	%		1,128	0.9	%		8.48
Mississippi	1	179,905	171,985	1.3	%	95.6	%		956	0.8	%		5.56
Subtotal: Southeast	38	4,683,865	4,062,628	34.9	%	86.7	%	$	38,093	30.9	%	$	9.17
Northeast
New York	6	1,002,749	918,163	7.5	%	91.6	%	$	13,600	11.0	%	$	14.64
Connecticut	5	968,789	930,467	7.2	%	96.0	%		11,952	9.7	%		12.77
New Hampshire	2	301,570	289,632	2.2	%	96.0	%		2,754	2.2	%		9.51
Maine	1	101,124	89,249	0.8	%	88.3	%		1,593	1.3	%		17.85
Rhode Island	1	121,660	97,497	0.9	%	80.1	%		1,432	1.2	%		14.69
Massachusetts	1	101,782	82,788	0.8	%	81.3	%		750	0.6	%		9.06
Subtotal: Northeast	16	2,597,674	2,407,796	19.3	%	92.7	%	$	32,081	26.0	%	$	13.23
Midwest
Ohio	4	1,450,520	1,241,493	10.8	%	85.6	%	$	10,894	8.8	%	$	8.68
Illinois	6	989,836	836,079	7.4	%	84.5	%		8,346	6.8	%		9.68
Indiana	4	692,865	620,362	5.2	%	89.5	%		5,316	4.3	%		8.37
Michigan	2	401,403	386,726	3.0	%	96.3	%		2,546	2.1	%		6.58
Kentucky	1	104,892	104,892	0.8	%	100.0	%		1,671	1.4	%		12.93
Wisconsin	1	260,664	231,339	1.9	%	88.7	%		1,539	1.2	%		6.65
Iowa	1	109,434	91,762	0.8	%	83.9	%		1,177	1.0	%		12.82
Subtotal: Midwest	19	4,009,614	3,512,653	29.8	%	87.6	%	$	31,489	25.5	%	$	8.74
Mid-Atlantic
Maryland	4	788,843	699,636	5.9	%	88.7	%	$	9,497	7.7	%	$	13.37
Pennsylvania	3	653,112	602,935	4.9	%	92.3	%		6,597	5.3	%		10.94
Virginia	6	705,043	579,043	5.2	%	82.1	%		5,554	4.5	%		9.55
Subtotal: Mid-Atlantic	13	2,146,998	1,881,614	16.0	%	87.6	%	$	21,648	17.6	%	$	11.42
Total / Average	86	13,438,151	11,864,691	100.0	%	88.3	%	$	123,311	100.0	%	$	10.22

(1) GLA represents all square footage owned.

(2) Includes leases signed but not commenced as of March 31, 2010 representing 327,216 square feet of GLA and $3.7 million of Annualized Base Rent.

(3) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements and including Annualized Base Rent attributable to ground leases of approximately $2.0 million. Our leases generally do not provide for abatements or free rent discounts. Annualized base rent data for our shopping centers is as of March 31, 2010 and does not reflect scheduled lease expirations for the 12 months ending March 31, 2011. Calculating total annualized base rent to reflect the impact of scheduled lease expirations for the 12 months ending March 31, 2011 (by including in annualized base rent, for leases with a term of less than one year, only amounts through the expiration of the lease) would reduce total annualized base rent by approximately $7.1 million to approximately $116.2 million. For lease expiration data, see “Business and Properties—Lease Expirations.”

(4) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent less Annualized Base Rent attributable to ground leases (approximately $2.0 million) divided by Leased GLA.

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New Senior Secured Revolving Credit Facility and Debt Capitalization

We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility. The agreement will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering. The closing of the facility is contingent on the satisfaction of customary conditions. We intend to use this facility to, among other things, fund acquisitions, general corporate matters and working capital. We expect to have approximately $685.1 million of total consolidated indebtedness outstanding upon consummation of this offering and the formation transactions (based on March 31, 2010 pro forma outstanding balances). Our overall leverage will depend on our mix of investments and the cost of leverage. Our charter does not restrict the amount of leverage that we may use. For more information see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Indebtedness to be Outstanding After This Offering.”

Structure and Formation of Our Company

• We currently operate our business through our predecessor. Prior to or concurrently with the completion of this offering, we will engage in a series of mergers and other transactions, which we refer to as the formation transactions, that are designed to:

• consolidate the ownership of our portfolio of shopping centers and the management company into our operating partnership;

• facilitate this offering;

• enable us to raise the necessary capital to repay existing indebtedness related to certain properties in our portfolio and other obligations;

• enable us to qualify as a REIT for federal income tax purposes commencing with the taxable year ending December 31, 2010;

• defer the recognition of taxable gain by certain continuing investors (as defined below); and

• enable continuing investors to obtain liquidity (after the expiration of applicable lock-ups) for their investments.

• Pursuant to the formation transactions, the following have occurred or will occur prior to or concurrently with the completion of this offering (all amounts are based on the mid-point of the range of prices set forth on the front cover of this prospectus):

• We were formed as a Maryland corporation on March 8, 2010.

• Our operating partnership was formed as a Delaware limited partnership on March 9, 2010. We are the sole general partner of our operating partnership.

• Part of the formation transactions includes a consolidation transaction, pursuant to which, prior to or concurrently with the completion of this offering, certain holders of interests in our predecessor will exchange, through a series of mergers and other transactions, their equity interests in our predecessor for operating partnership units and/or shares of our common stock. We refer to holders of interests in our predecessor that will own operating partnership units and/or shares of our common stock following consummation of the formation transactions as continuing investors. Certain other holders of interests in the existing entities that are non-accredited investors (none of which consist of members of our senior management team or directors) will exchange their equity interests in the existing entities for cash. The agreements relating to the consolidation transaction are subject to customary closing conditions, including the closing of this offering. As part of the formation transactions, our predecessor will declare final distributions to the continuing investors,

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including certain members of our senior management team and certain of our directors, in the amount of approximately $19.0 million in the aggregate, which will be paid shortly following consummation of this offering.

• As part of the consolidation transaction, our operating partnership will enter into agreements with Messrs. Adam Ifshin and Stephen Ifshin (with respect to clause (i) below) and certain of the continuing investors, including Adam Ifshin and Stephen Ifshin (with respect to clause (ii) below), pursuant to which the operating partnership will indemnify these continuing investors against certain tax liabilities intended to be deferred in the consolidation transaction (i) if those tax liabilities result from the operating partnership’s sale, transfer, conveyance or other disposition of 25 specified properties acquired by the operating partnership in the consolidation transaction representing approximately 41.1% of our annualized base rent as of March 31, 2010, or (ii) if the operating partnership fails to offer these continuing investors the opportunity to guarantee, or otherwise bear the risk of loss of, $75.0 million of indebtedness in the aggregate for U.S. federal income tax purposes.

• While the relative valuation of our predecessor was fixed prior to the initial filing of the registration statement of which this prospectus is a part, the final valuation will be determined based on the actual public offering price of shares of our common stock in this offering. In consideration for the acquisition of our predecessor, we expect to issue an aggregate of 18,713,015 operating partnership units and 2,375,000 shares of our common stock, which include an aggregate of 4,122,729 operating partnership units and 2,375,000 shares of our common stock to members of our senior management team, and pay approximately $251,800 in cash from the net proceeds of this offering. Based on the mid-point of the range of prices set forth on the front cover of this prospectus, the aggregate value of the consideration to be issued and paid by us in the consolidation transaction will be approximately $337.7 million, including approximately $104.0 million to members of our senior management team. An increase in the actual public offering price will result in an increase in the value of the consideration paid to continuing investors, including members of our senior management team. Likewise, a decrease in the actual public offering price will result in a decrease in the value of the consideration paid to continuing investors, including members of our senior management team.

• In connection with the formation transactions, we will assume approximately $680.1 million of total debt (based on March 31, 2010 outstanding balances), excluding amounts outstanding under our senior secured revolving credit facility.

• We will sell 31,250,000 shares of our common stock in this offering and an additional 4,687,500 shares if the underwriters exercise their option to purchase additional shares in full solely to cover over-allotments. We will contribute the net proceeds from this offering to our operating partnership in exchange for 31,250,000 operating partnership units (or 35,937,500 operating partnership units if the underwriters exercise their option to purchase up to an additional 4,687,500 shares in full solely to cover over-allotments).

• We expect to use a portion of the net proceeds from this offering to repay approximately $441.0 million of our outstanding indebtedness (based on March 31, 2010 outstanding balances) and to pay approximately $8.0 million in prepayment penalties, exit fees, swap breakage costs and defeasance costs related to such indebtedness.

• We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility. The agreement will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering. The closing of the facility is contingent on the satisfaction of customary conditions.

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• Effective upon completion of this offering, we will grant to our executive officers a total of 732,269 long-term incentive units in our operating partnership, or LTIP units, and grant 20,310 restricted shares of our common stock to our independent directors, that are subject to certain vesting requirements.

• We will enter into management agreements with the entities that own the excluded properties, or the excluded entities, on what we believe to be market terms. See “Certain Relationships and Related Transactions—Excluded Properties and Businesses.”

• We expect to enter into management agreements with subsidiaries of Infill Development, LLC, pursuant to which, we expect to be designated as the exclusive property manager for all properties owned by Infill Development, LLC and will provide construction management and leasing services to Infill Development, LLC on what we believe to be market terms.

Consequences of This Offering and the Formation Transactions

Upon completion of this offering and the formation transactions (all amounts are based on the mid-point of the range of prices set forth on the front cover of this prospectus):

• Our operating partnership will directly or indirectly own the assets of our management company and the fee simple or other interests in all of our properties that were previously owned by the existing entities.

• Purchasers of shares of our common stock in this offering are expected to own 92.9% of our outstanding common stock, or 58.9% on a fully diluted basis. If the underwriters exercise their option to purchase an additional 4,687,500 shares in full solely to cover over-allotments, purchasers of shares of our common stock in this offering are expected to own 93.8% of our outstanding common stock, or 62.2% on a fully diluted basis.

• We are the sole general partner of our operating partnership. We are expected to own 63.4% of the operating partnership units and the continuing investors, including certain members of our senior management team, will own 36.6%. If the underwriters exercise their option to purchase an additional 4,687,500 shares in full solely to cover over-allotments, we are expected to own 66.4% of the operating partnership units and the continuing investors, including certain members of our senior management team, are expected to own 33.6%.

• Substantially all of the current employees of our management company will become our employees.

• We expect to have total consolidated indebtedness of approximately $685.1 million (based on March 31, 2010 pro forma outstanding balances).

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Our Structure

The following diagram depicts our ownership structure upon completion of this offering and the formation transactions, based on the mid-point of the range of prices set forth on the front cover of this prospectus.⁽¹⁾

(1) If the underwriters exercise their option to purchase an additional 4,687,500 shares of our common stock in full solely to cover over-allotments, our public stockholders, senior management team and directors and other continuing investors are expected to own 93.8%, 6.2% and 0.0%, respectively, of our outstanding common stock, and we, our senior management team and directors and all other continuing investors are expected to own 66.4%, 8.5% and 25.1% of the outstanding operating partnership units, respectively.

(2) On a fully diluted basis, our public stockholders are expected to own 58.9% of our outstanding common stock, our senior management team and directors are expected to own 13.8% of our outstanding common stock, and all other continuing investors as a group are expected to own 27.3% of our outstanding common stock.

(3) If the underwriters exercise their option to purchase an additional 4,687,500 shares of our common stock in full solely to cover over-allotments, on a fully diluted basis, our public stockholders are expected to own 62.2% of our outstanding common stock, our senior management team and directors are expected to own 12.7% of our outstanding common stock, and all other continuing investors as a group are expected to own 25.1% of our outstanding common stock.

(4) Our operating partnership will own various properties directly, or indirectly through limited liability companies and/or limited partnerships, the structure of which may be based upon the tax treatment of such an entity in the state in which the property is located or dictated by the financing that is placed on the property.

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Benefits to Related Parties

Upon completion of this offering or in connection with the formation transactions, our senior management team, our directors and our continuing investors will receive material benefits, including the following (all amounts are based on the mid-point of the range of prices set forth on the front cover of this prospectus):

• In the case of Adam Ifshin, our Chairman, Chief Executive Officer and President, he is expected to own 7.1% of our outstanding common stock, or 8.9% on a fully diluted basis, with a total value of $75.7 million represented by 2,375,000 shares of common stock, 2,222,818 operating partnership units and 131,837 LTIP units.

• In the case of Stephen Ifshin, our Vice Chairman, he is expected to own 3.2% of our outstanding common stock on a fully diluted basis, with a total value of $27.4 million, represented by 1,542,827 operating partnership units and 167,115 LTIP units.

• In the case of Daniel Taub, our Chief Operating Officer, he is expected to own 0.4% of our outstanding common stock on a fully diluted basis, with a total value of $3.4 million, represented by 103,748 operating partnership units and 110,767 LTIP units.

• In the case of William Comeau, our Chief Financial Officer, he is expected to own 0.2% of our outstanding common stock on a fully diluted basis, with a total value of $1.6 million, represented by 2,094 operating partnership units and 100,952 LTIP units.

• In the case of Jonathan Wigser, our Chief Investment Officer and Secretary, he is expected to own 0.3% of our outstanding common stock on a fully diluted basis, with a total value of $2.8 million, represented by 63,268 operating partnership units and 110,801 LTIP units.

• In the case of Michael Cohen, our Executive Vice President of Leasing, he is expected to own 0.6% of our outstanding common stock on a fully diluted basis, with a total value of $4.8 million, represented by 187,974 operating partnership units and 110,797 LTIP units.

• In the case of Catherine Paglia, one of our independent directors, she is expected to own 0.1% of our outstanding common stock on a fully diluted basis, with a total value of $1.2 million, represented by 68,569 operating partnership units and 4,062 restricted shares of common stock.

• Employment agreements for Mr. Adam Ifshin, Mr. Stephen Ifshin, Mr. Taub, Mr. Comeau, Mr. Wigser and Mr. Cohen, providing for salary, bonus and other benefits, including severance upon a termination of employment under certain circumstances as described under “Management—Employment Agreements.”

• Indemnification by us for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against our senior management team and directors of our management company who will become members of our senior management team and/or directors, in their capacities as such.

• Indemnification by us against adverse tax consequences to Messrs. Adam Ifshin and Stephen Ifshin in the event that we sell in a taxable transaction 25 of our properties until the eighth anniversary of the closing of the formation transactions.

• Our commitment to use commercially reasonable efforts to make $75.0 million of indebtedness available for guarantee, or otherwise bear the risk of loss, by certain continuing investors, including Messrs. Adam Ifshin and Stephen Ifshin, which will, among other things, allow them to defer the recognition of gain in connection with the formation transactions.

• The benefit of (i) the property management, construction management and leasing services provided by us to Infill Development, LLC, an entity that Messrs. Adam Ifshin and Stephen Ifshin control and

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(ii) the management, leasing and redevelopment services provided by us to each of the excluded entities that own the excluded properties under management agreements, each of which we believe contains fair market terms and conditions.

• The repayment of approximately $6.5 million of indebtedness to our management company under an existing secured revolving credit facility.

• The release of guarantees to repay personally approximately $18.4 million of indebtedness that will be repaid with the proceeds of this offering and/or assumed upon the closing of this offering.

• A release by us with respect to all claims, liabilities, damages and obligations against (i) Mr. Adam Ifshin, related to his ownership of our management company and Delphi and (ii) our senior management team related to their ownership in the existing entities and their employment with our management company that exist at the closing of the formation transactions, other than breaches by them or entities related to them, as applicable, of the employment and non-competition agreement and the exchange and subscription agreements entered into by them and these entities in connection with the formation transactions.

• Effective upon completion of this offering, we will grant 131,837, 167,115, 110,767, 100,952, 110,801 and 110,797 LTIP units, to each of Mr. Adam Ifshin, Mr. Stephen Ifshin, Mr. Taub, Mr. Comeau, Mr. Wigser and Mr. Cohen, respectively, that are subject to certain vesting requirements.

• Effective upon completion of this offering, we will grant an aggregate of 20,310 restricted shares of our common stock to our independent directors.

• Our predecessor will declare final distributions to the continuing investors, including members of our senior management team and certain of our directors, in the amount of approximately $19.0 million in the aggregate, which will be paid shortly following consummation of this offering.

Persons holding shares of our common stock and operating partnership units as a result of the formation transactions will have rights (i) beginning one year after the completion of this offering, to cause our operating partnership to redeem any or all of their operating partnership units for a cash amount equal to the then-current market value of one share of our common stock per operating partnership unit, or, at our election, to exchange each of such operating partnership unit for which a redemption notice has been received for shares of our common stock on a one-for-one basis and (ii) beginning 14 months after completion of this offering, (a) to cause us to register shares of our common stock that may be issued in exchange for operating partnership units and LTIP units upon issuance or for resale under the Securities Act and (b) to cause us to register such shares of common stock for resale under the Securities Act.

Restrictions on Transfer

Under the operating partnership agreement, holders of operating partnership units do not have redemption or exchange rights and may not otherwise transfer their operating partnership units, except under certain limited circumstances, for a period of one year after consummation of this offering. In addition, each continuing investor, including the members of our senior management team and one of our independent directors, will be required to execute a lock-up agreement in connection with the consolidation transaction that prohibits such continuing investor, for one year following completion of this offering, without the written consent of the representatives of the underwriters to directly or indirectly, offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or agreement which is designed to, or could be expected to have any such result) any operating partnership units or shares of our common stock. In addition, our company and certain of our independent directors have agreed with the representatives of the underwriters, subject to certain exceptions, not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible or exchangeable into common stock (including operating partnership units) owned by them at the completion of this offering for a period of 180 days after the date of this prospectus without the consent of the representatives.

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Restrictions on Ownership of Our Capital Stock

To assist us in complying with the limitations on the concentration of ownership of a REIT imposed by the Internal Revenue Code of 1986, as amended, or the Code, among other purposes, our charter generally prohibits, with certain exceptions, any stockholder from beneficially or constructively owning, applying certain attribution rules under the Code, more than 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of our capital stock. As an exception to this general prohibition, our charter permits Adam Ifshin, our chief executive officer and president, together with his family, to own up to 13.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock or capital stock. Our board of directors may, in its sole discretion, waive (prospectively or retroactively) the 9.0% ownership limits with respect to a particular stockholder if it receives certain representations and undertakings required by our charter and is presented with evidence satisfactory to it that such ownership will not then or in the future cause it to fail to qualify as a REIT.

Excluded Properties and Businesses

Mr. Adam Ifshin and certain other members of our senior management team own interests in seven additional shopping centers and one office building that will not be contributed to us in the formation transactions, which we refer to collectively as the excluded properties. In addition, Mr. Adam Ifshin is the sole stockholder of First Man Investment Securities Corp. an entity that is a registered placement agent. Messrs. Adam Ifshin and Stephen Ifshin also control Infill Development, LLC, primarily a stand-alone development business, that may continue to develop primarily single tenant stand-alone properties for Walgreens. Messrs. Adam Ifshin and Stephen Ifshin each own 50% of the membership interests in UrbanCore Development, LLC, a commercial real estate consulting and development company focused on mixed-use commercial sites in urban markets. Each of these businesses will not be contributed to us in the formation transactions and we refer to them as the excluded businesses. Pursuant to our management agreements with subsidiaries of Infill Development, LLC, we have been designated as the exclusive property manager for all properties owned by Infill Development, LLC, and will provide construction management and leasing services to Infill Development, LLC on what we believe to be market terms. Pursuant to management agreements between our company and the excluded entities, we have been designated as the exclusive property and redevelopment manager and leasing agent for the excluded properties on what we believe to be market terms.

Conflicts of Interest

Following the completion of this offering, there will be conflicts of interest with respect to certain transactions between the holders of operating partnership units and our stockholders. In particular, the consummation of certain business combinations, the sale of any properties or a reduction of indebtedness could have adverse tax consequences to holders of operating partnership units, which would make those transactions less desirable to them. Our senior management team will hold operating partnership units and shares of our common stock upon completion of this offering and the formation transactions.

We did not conduct arm’s length negotiations with the parties involved regarding the terms of the formation transactions. In the course of structuring the formation transactions, certain members of our senior management team and other contributors had the ability to influence the type and level of benefits that they will receive from us. In addition, we have not obtained as part of the formation transactions any recent third-party appraisals of the properties and other assets we will own upon completion of this offering and the formation transactions, or any other independent third-party valuations or fairness opinions in connection with the formation transactions. As a result, the consideration to be given by us for our properties and other assets in the formation transactions may exceed their fair market value.

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We have adopted policies designed to eliminate or minimize certain potential conflicts of interest, and the limited partners of our operating partnership have agreed that in the event of a conflict in the duties owed by us to our stockholders and the fiduciary duties owed by us, in our capacity as general partner of our operating partnership, to such limited partners, we will fulfill our fiduciary duties to such limited partners by acting in the best interests of our stockholders. See “Policies with Respect to Certain Activities—Conflict of Interest Policies” and “Description of the Partnership Agreement of DLC Realty, L.P.—Fiduciary Responsibilities.”

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. We intend to pay a pro rata initial distribution with respect to the period commencing on the completion of this offering and ending September 30, 2010, based on $0.175 per share for a full quarter. On an annualized basis, this would be $0.70 per share, or an annual distribution rate of approximately 4.4% based on the mid-point of the range of prices set forth on the front cover of this prospectus. We estimate that this initial annual distribution will represent approximately 107.6% of our estimated cash available for distribution to our common stockholders for the twelve months ending March 31, 2011. Although we have not previously paid distributions, we intend to maintain our initial distribution rate for the twelve-month period following completion of this offering unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. We may be required to fund distributions from working capital or borrow to provide funds for such distribution or we may make a portion of the required distributions in the form of a taxable stock dividend. However, we have no intention to use the net proceeds from this offering to make distributions nor do we intend to make distributions using shares of our common stock. Distributions declared by us will be authorized by our board of directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law, the capital requirements of our company and meeting the distribution requirements necessary to maintain our qualification as a REIT. Actual distributions may be significantly different from the expected distributions. We do not intend to reduce the expected distribution per share if the underwriters exercise their option to purchase up to 4,687,500 additional shares solely to cover over-allotments.

Our Tax Status

We intend to elect and qualify as a REIT commencing with our taxable year ending December 31, 2010. We believe we have been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our taxable income that we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lost our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property. See “U.S. Federal Income Tax Considerations.”

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This Offering

Common stock offered by us 31,250,000 shares

Common stock to be outstanding after this offering 33,645,310 shares ⁽¹⁾

Common stock and operating partnership units to be outstanding after this offering 53,090,594 shares / units⁽²⁾

Use of proceeds We intend to use the net proceeds of this offering to:

• repay or defease existing indebtedness, including prepayment penalties, exit fees, swap breakage costs and defeasance costs related to such indebtedness;

• pay fees associated with the senior secured revolving credit facility;

• pay fees in connection the assumption of indebtedness, including assumption fees;

• pay expenses incurred in connection with this offering and the formation transactions;

• pay certain holders of interests in the existing entities that are non-accredited investors for their equity interests in certain of the existing entities; and

• for general working capital purposes and to fund potential future acquisitions and redevelopment activities.

Proposed New York Stock Exchange symbol “DLC”

(1) Includes 20,310 restricted shares of our common stock to be granted by us concurrently with this offering to our independent directors and 2,375,000 shares of our common stock to be issued in connection with the formation transactions. Assumes no exercise by the underwriters of their option to purchase up to an additional 4,687,500 shares of our common stock solely to cover over-allotments, excludes 4,481,223 shares available for future issuance under our 2010 equity incentive plan and 732,269 LTIP units to be granted by us concurrently with this offering to our executive officers under our 2010 equity incentive plan.

(2) Includes 18,713,015 operating partnership units and 732,269 LTIP units not owned by us expected to be outstanding following the consummation of the formation transactions. The operating partnership units may, subject to the limits in the operating partnership agreement, be exchanged for cash or, at our option, shares of our common stock on a one-for-one basis generally commencing one year after the date of this prospectus.

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Summary Historical and Unaudited Pro Forma Financial and Operating Data

The following table sets forth summary financial and operating data on (i) a pro forma basis for our company giving effect to this offering and the formation transactions the use of proceeds thereof and the other adjustments described in the unaudited pro forma financial information beginning on page F-2 and (ii) a combined historical basis for our predecessor beginning on page F-15. We have not presented historical information for DLC Realty Trust, Inc. because we have not had any corporate activity since our formation other than the issuance of shares of common stock in connection with the initial capitalization of our company and because we believe a discussion of the results of our company would not be meaningful.

Our predecessor’s combined historical financial information includes:

• our management company, including its asset and property management, leasing and real estate redevelopment operations;

• the commercial real estate brokerage operations of Delphi; and

• the real estate operations for the existing entities.

You should read the following summary financial data in conjunction with our combined historical and unaudited pro forma condensed consolidated financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The summary historical combined balance sheet information as of December 31, 2009 and 2008 of our predecessor and summary combined statements of operations information for the years ended December 31, 2009, 2008 and 2007 of our predecessor have been derived from the audited historical combined financial statements of our predecessor. Ernst & Young LLP, our independent auditors whose report with respect thereto is included elsewhere in this prospectus with the combined balance sheets as of December 31, 2009 and 2008 and the related combined statements of operations and cash flows for the years ended December 31, 2009, 2008 and 2007, and the related notes thereto. The historical combined balance sheet information as of March 31, 2010 and combined statements of operations for the three months ended March 31, 2010 and 2009 have been derived from the unaudited combined financial statements of our predecessor. The summary historical combined balance sheet information as of December 31, 2007, 2006 and 2005 and summary combined statements of operations information for the years ended December 31, 2006 and December 31, 2005 have been derived from the unaudited combined financial statements of our predecessor. Our results of operations for the interim period ended March 31, 2010 are not necessarily indicative of the results that will be obtained for the full fiscal year.

Our unaudited summary pro forma condensed consolidated financial statements and operating information as of and for the three months ended March 31, 2010 and for the year ended December 31, 2009 assumes completion of this offering, the formation transactions, the repayment of certain indebtedness and the other adjustments described in the unaudited pro forma financial information beginning on page F-2 as of January 1, 2009 for the operating data and as of the stated date for the balance sheet data.

Our unaudited pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

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DLC Realty Trust, Inc.

Summary Financial Data

(in thousands except for number of properties, share, operating partnership unit and per share data)

	Three Months Ended March 31,									Year Ended December 31,
	Pro Forma Consolidated			Historical Combined						Pro Forma Consolidated			Historical Combined
	2010			2010			2009			2009			2009			2008			2007			2006			2005
	(unaudited)			(unaudited)			(unaudited)			(unaudited)												(unaudited)			(unaudited)
Statement of Operations Data:
Rents	$	31,271		$	31,396		$	30,297		$	123,128		$	123,849		$	124,741		$	101,776		$	72,405		$	61,222
Expense recoveries		9,323			9,359			10,022			34,746			34,913			35,350			28,848			20,004			16,049
Percentage rents		308			308			371			857			857			899			935			713			566
Management and other property fees		676			676			633			2,643			2,643			2,720			2,457			1,523			1,098
Other		301			301			275			873			873			1,068			1,049			949			629
Total revenues	$	41,879		$	42,040		$	41,598		$	162,247		$	163,135		$	164,778		$	135,065		$	95,594		$	79,564
Operating, maintenance and management		7,345			7,345			8,241			27,064			27,072			28,034			20,729			14,754			12,404
Real estate and other taxes		5,916			5,952			5,819			22,695			22,862			21,999			17,826			12,547			9,480
General and administrative		5,941			4,834			3,371			17,925			16,720			13,817			16,503			11,651			8,841
Incentive fees(1)		—			319			656			—			2,933			3,127			4,263			3,071			4,268
Depreciation and amortization		11,872			11,894			12,299			49,047			49,136			51,858			38,889			29,651			22,250
Total expenses	$	31,074		$	30,344		$	30,386		$	116,731		$	118,723		$	118,835		$	98,210		$	71,674		$	57,243
Operating income	$	10,805		$	11,696		$	11,212		$	45,516		$	44,412		$	45,943		$	36,855		$	23,920		$	22,321
Interest expense, including amortization of deferred financing costs(2)		(10,876	)		(16,100	)		(16,021	)		(56,912	)		(64,616	)		(65,606	)		(56,444	)		(36,263	)		(30,455	)
Unrealized gain (loss) on valuation of derivatives		—			939			(223	)		—			2,217			(4,700	)		(510	)		—			—
Interest income		44			44			46			182			182			461			1,125			630			211
Gain on sale of land parcel		—			—			—			—			—			6,463			—			—			—
Income (loss) from continuing operations	$	(27	)	$	(3,421	)	$	(4,986	)	$	(11,214	)	$	(17,805	)	$	(17,439	)	$	(18,974	)	$	(11,713	)	$	(7,923	)
Income (loss) from discontinued operations		—			—			—			—			—			—			604			185			181
Gain on sale of discontinued operations		—			—			—			—			—			—			52,186			8,600			—
Net income (loss)	$	(27	)	$	(3,421	)	$	(4,986	)	$	(11,214	)	$	(17,805	)	$	(17,439	)	$	33,816		$	(2,928	)	$	(7,742	)
Less, net (income) loss attributable to non-controlling interests		91			(30	)		(62	)		4,334			(249	)		(263	)		(240	)		(255	)		(250	)
Net income (loss) attributable to equity owners		64			(3,451	)		(5,048	)		(6,880	)		(18,054	)		(17,702	)		33,576			(3,183	)		(7,992	)
Pro forma basic and diluted earnings (loss) per share(3)(4)	$	0.00								$	(0.21)
Pro forma weighted average common shares outstanding—basic and diluted		33,645,310									33,645,310
Pro forma weighted average operating partnership units outstanding—basic and diluted		19,445,284									19,445,284
Total weighted average common shares (basic and diluted) and operating partnership units outstanding		53,090,594									53,090,594

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	As of March 31,					As of December 31,
	Pro Forma Consolidated		Historical Combined			Historical Combined
	2010		2010			2009			2008		2007		2006		2005
	(unaudited)		(unaudited)								(unaudited)		(unaudited)		(unaudited)
Selected Balance Sheet Data:
Investments in real estate after accumulated depreciation and amortization	$	1,071,083	$	1,073,134		$	1,081,124		$	1,100,556	$	1,109,840	$	808,731	$	564,826
Total assets		1,172,003		1,192,078			1,204,382			1,235,990		1,253,048		973,715		639,352
Mortgage loans payable		680,054		1,120,497			1,120,978			1,104,445		1,082,714		795,182		584,559
Total liabilities		752,804		1,202,809			1,205,130			1,195,645		1,164,058		902,011		593,030
Common stock and additional paid in capital		267,505		—			—			—		—		—		—
Owners’ equity (deficit)		—		(11,314	)		(1,361	)		39,741		86,078		68,792		43,410
Non-controlling interest		151,694		583			613			604		2,912		2,912		2,912
Total equity (deficit)	$	419,199	$	(10,731	)	$	(748	)	$	40,345	$	88,990	$	71,704	$	46,322
Total liabilities and equity (deficit)	$	1,172,003	$	1,192,078		$	1,204,382		$	1,235,990	$	1,253,048	$	973,715	$	639,352

	Three Months Ended March 31,								Year Ended December 31,
	Pro Forma Consolidated		Historical Combined						Pro Forma Consolidated		Historical Combined
	2010		2010			2009			2009		2009			2008			2007			2006	2005
	(unaudited)		(unaudited)			(unaudited)			(unaudited)											(unaudited)	(unaudited)
Other Data:
Number of properties		86		86			86			86		86			86			85		58	43
Total GLA(5) (in thousands)		13,438		13,438			13,434			13,434		13,434			13,341			13,129		10,267	6,894
Property net operating income (NOI)(6)	$	27,641	$	27,766		$	26,630		$	108,972	$	109,685		$	110,957		$	93,004
Funds from operations(7)	$	11,785	$	8,432		$	7,235		$	37,593	$	31,037		$	34,111		$	20,234
Cash flows from:
Operating activities			$	5,527		$	7,059				$	28,305		$	29,089		$	27,704
Investing activities			$	(3,446	)	$	(4,580	)			$	(20,600	)	$	(6,313	)	$	(15,636	)
Financing activities			$	(6,018	)	$	(3,636	)			$	(9,108	)	$	(27,655	)	$	(4,782	)

(1) Incentive fees paid to general partners and/or managing members of the existing entities represents fees paid upon achievement of certain financial hurdle rates. Such fees will no longer be paid after completion of this offering and the formation transactions.

(2) Includes defeasements and prepayments of indebtedness of $8.0 million for the pro forma consolidated period for the year ended December 31, 2009.

(3) Pro forma basic earnings per share equals pro forma net income (loss) divided by the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions.

(4) Pro forma diluted earnings per share equals pro forma net income (loss) divided by the sum of the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions, plus an amount computed using the treasury stock method with respect to such shares of our restricted stock owned and LTIP units, which do not qualify as participating securities.

(5) GLA represents all square footage owned.

(6) For a definition and reconciliation of property net operating income, or NOI, and a statement disclosing the reasons why our management believes that presentation of NOI provides useful information to investors and, to the extent material, any additional purposes for which our management uses NOI, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Operating Income.”

(7) For a definition and reconciliation of funds from operations, or FFO, and a statement disclosing the reasons why our management believes that presentation of FFO provides useful information to investors and, to the extent material, any additional purposes for which our management uses FFO, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funds from Operations.”

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, together with all the other information contained in this prospectus, before making an investment decision to purchase our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a significant part of your investment in our common stock. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See the section entitled “Forward-Looking Statements.”

Risks Related to Our Properties and Our Business

We have not obtained as part of the formation transactions recent appraisals of the properties we will own upon completion of this offering and the formation transactions and the value of these properties was not negotiated at arm’s length and the consideration given by us in exchange for them may exceed their fair market value.

We have not obtained as part of the formation transactions any recent third-party appraisals of the properties and other assets we will own upon completion of this offering and the formation transactions, nor any independent third-party valuations or fairness opinions in connection with the formation transactions. The value of the properties was not negotiated at arm’s length. The value of the shares of our common stock and the operating partnership units that we will issue in exchange for contributed property interests and other assets will increase or decrease if our common stock price increases or decreases. The initial public offering price of our common stock will be determined in consultation with the underwriters. The initial public offering price does not necessarily bear any relationship to our book value or the fair market value of our assets. As a result, the consideration to be given in exchange by us for these properties and other assets may exceed their fair market value. The aggregate historical combined net tangible book value of our predecessor to be contributed to us was approximately $(9.1) million as of March 31, 2010.

Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for distributions, as well as the value of our properties. These events include, but are not limited to:

• adverse changes in international, national or local economic and demographic conditions;

• vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options;

• adverse changes in financial conditions of buyers, sellers and tenants of properties;

• inability to collect rent from tenants;

• competition from other real estate investors with significant capital, including other real estate operating companies, publicly traded REITs and institutional investment funds;

• reductions in the level of demand for retail space, and changes in the relative popularity of properties;

• increases in the supply of retail space;

• fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of properties, to obtain financing on favorable terms or at all;

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• increases in expenses, including, without limitation, insurance costs, labor costs, energy prices, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies, which we may be restricted in passing on to our tenants; and

• changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990, or the ADA.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults among our existing leases. If we cannot operate our properties to meet our financial expectations, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected. There can be no assurance that we can achieve our return objectives.

If we are unable to sell, dispose of or refinance one or more properties in the future, we may be unable to realize our investment objectives and our business may be adversely affected.

The real estate investments made, and to be made, by us are relatively difficult to sell quickly. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinance of the underlying property. In addition, the Code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. We may be unable to realize our investment objectives by sale, other disposition or refinance at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

We may not be able to control our operating costs or our expenses may remain constant or increase, even if income from our properties decreases, causing our results of operations to be adversely affected.

Our financial results depend substantially on leasing space in our properties to tenants on terms favorable to us. Costs associated with real estate investment, such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease or other circumstances cause a reduction in income from the property. As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent our properties on favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal costs. Additionally, new properties that we may acquire or redevelop may not produce significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and principal and interest on debt associated with such properties until they are fully leased.

The actual rents we receive for the properties in our portfolio may be less than our asking rents, and we may experience a decline in realized rental rates from time to time.

As a result of various factors, including competitive pricing pressure in our markets, a general economic downturn and the desirability of our properties compared to other properties in our markets, we may be unable to realize our asking rents across the properties in our portfolio. In addition, the degree of discrepancy between our asking rents and the actual rents we are able to obtain may vary both from property to property and among different leased spaces within a single property. If we are unable to obtain sufficient rental rates across our portfolio, then our ability to generate cash flow growth will be negatively impacted. In addition, depending on market rental rates at any given time as compared to expiring leases in our portfolio, from time to time rental rates for expiring leases may be higher than starting rental rates for new leases.

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Our dependence on rental income may adversely affect our profitability, our ability to meet our debt obligations and our ability to make distributions to our stockholders; failure by any major tenant with leases in multiple locations to make rental payments to us could seriously harm our performance.

A substantial portion of our income is derived from rental income from real property. See “Business and Properties—Tenant Diversification.” As a result, our performance depends on our ability to collect rent from tenants. Our income and funds for distribution would be negatively affected if a significant number of our tenants, or any of our major tenants (as discussed in more detail below):

• delay lease commencements;

• decline to extend or renew leases upon expiration;

• fail to make rental payments when due; or

• close stores or declare bankruptcy.

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

We may be unable to collect balances due on our leases from any tenants in bankruptcy.

We cannot assure you that any tenant that files for bankruptcy protection will continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from that tenant or the lease guarantor, or their property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we will recover substantially less than the full value of any unsecured claims we hold.

Tax indemnification obligations in the event that we sell certain properties could limit our operating flexibility.

In connection with the formation transactions, we have agreed to indemnify certain of the continuing investors, including Messrs. Adam Ifshin and Stephen Ifshin, against certain tax liabilities intended to be deferred in the consolidation transaction (i) with respect to Adam Ifshin and Stephen Ifshin, if those tax liabilities result from the operating partnership’s sale, transfer, conveyance or other disposition of 25 of the properties acquired by the operating partnership in the consolidation transaction, representing 41.1% of annualized base rent as of March 31, 2010 or (ii) with respect to certain continuing investors, including Adam Ifshin and Stephen Ifshin, if the operating partnership fails to offer such continuing investor the opportunity to guarantee, or otherwise bear the risk of loss, of certain amounts of operating partnership debt for U.S. federal income tax purposes. Recently proposed legislation, depending on if, and in what form, it is enacted, could result in an increase in such indemnification obligations with respect to dispositions occurring in later taxable years.

If we were to trigger our tax indemnification obligations under these agreements, we would be required to pay damages for the resulting tax consequences to Messrs. Adam Ifshin and Stephen Ifshin and certain other

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continuing investors, and we have acknowledged that a calculation of damages will not be based on the time value of money or the time remaining within the restricted period. See “Certain Relationships and Related Transactions—Tax Protection Agreements.”

Our outstanding indebtedness upon completion of this offering reduces cash available for distribution and may expose us to the risk of default under our debt obligations.

Upon completion of this offering, we anticipate our total consolidated indebtedness will be approximately $685.1 million (based on March 31, 2010 pro forma outstanding balances), and we may incur significant additional debt to finance future acquisition and redevelopment activities. We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility. The senior secured revolved credit facility contains an accordion feature that will allow us to increase the availability thereunder to up to $300.0 million, under specified circumstances. The agreement will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering.

Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the distributions currently contemplated or necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

• our cash flow may be insufficient to meet our required principal and interest payments;

• we may be unable to borrow additional funds as needed or on favorable terms;

• we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

• to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

• we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

• we may default on our obligations or violate restrictive covenants, in which case the lenders or mortgagees may accelerate our debt obligations, foreclose on the properties that secure their loans and/or take control of our properties that secure their loans and collect rents and other property income;

• we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and

• our default under any one of our mortgage loans with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected. In addition, in connection with our debt agreements we may enter into lockbox and cash management agreements pursuant to which substantially all of the income generated by our properties will be deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders and from which cash will be distributed to us only after funding of improvement, leasing and maintenance reserves and the payment of principal and interest on our debt, insurance, taxes, operating expenses and extraordinary capital expenditures and leasing expenses. As a result, we may be forced to draw funds from our revolving line of credit in order to make distributions to our stockholders and maintain our qualification as a REIT. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder our ability to meet the REIT distribution requirements imposed by the Code. Foreclosures could also trigger our tax indemnification obligations under the terms of our agreements with certain continuing investors with respect to sales of certain properties, and obligating us to make certain levels of indebtedness available for them to guarantee which, among

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other things, allows them to defer the recognition of gain in connection with the formation transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “—Consolidated Indebtedness to be Outstanding After This Offering.”

We are exposed to risks associated with property redevelopment that could have an adverse effect on our financial condition and results of operations.

We may engage in redevelopment activities with respect to certain of our properties. To the extent that we do so, we will be subject to certain risks, including, without limitation:

• the availability and pricing of financing on favorable terms or at all;

• the availability and timely receipt of zoning and other regulatory approvals;

• the potential for the fluctuation of occupancy rates and rents at redeveloped properties due to a number of factors, including market and economic conditions, which may result in our investment not being profitable;

• start-up costs may be higher than anticipated; and

• the cost and timely completion of construction (including risks beyond our control, such as weather or labor conditions, or material shortages).

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of redevelopment activities once undertaken, any of which could have an adverse effect on our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

Adverse economic or real estate developments in any of the markets in which we operate, and the market for retail space generally, could adversely affect our financial condition, results of operations and our ability to make distributions to our stockholders.

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics, infrastructure quality, state budgetary constraints and priorities, increases in real estate and other taxes, costs of complying with government regulations or increased regulation and other factors. Any adverse economic or real estate developments in any of the markets in which we operate, or any decrease in demand for retail space resulting from the local regulatory environment, business climate or fiscal problems or increased Internet shopping, could adversely affect our financial condition, results of operations, cash flow, the trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

We may be unable to successfully expand our operations into new markets, which could adversely affect our financial condition, result of operations, cash flow and trading price of our common stock.

If opportunities arise, we may explore acquisitions of properties in new markets. Each of the risks applicable to our ability to acquire and successfully integrate and operate properties in our current markets are also applicable to our ability to acquire and successfully integrate and operate properties in new markets. In addition to these risks, we will not possess the same level of familiarity with the dynamics and market conditions of any new markets that we may enter, which could adversely affect the results of our expansion into those markets, and we may be unable to build a significant market share or achieve a desired return on our investments in new markets. We will also have a limited amount of the net proceeds from this offering to fund acquisitions, which could adversely impact our ability to expand into new markets. If we are unsuccessful in expanding into new markets, it could adversely affect our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

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Our growth depends on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy debt obligations and make distributions to our stockholders.

In order to maintain our qualification as a REIT, we are required under the Code to annually distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we may rely on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms, in the time period we desire, or at all. Any additional debt we incur will increase our leverage. Our access to third-party sources of capital depends, in part, on:

• general market conditions;

• the market’s perception of our growth potential;

• our current debt levels;

• our current and expected future earnings;

• our cash flow and cash distributions; and

• the market price per share of our common stock.

If we cannot obtain capital from third-party sources, we may not be able to acquire or redevelop properties when strategic opportunities exist, satisfy our principal and interest obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could adversely affect our financial condition, results of operations, cash flow and trading price of our common stock.

As of March 31, 2010, leases representing 8.1% and 12.0% of the square footage of the properties in our portfolio will expire in 2010 and 2011, respectively. Above-market rental rates at some of the properties in our portfolio may force us to renew some expiring leases or re-lease properties at lower rates. Given the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average base rent for that period. We cannot assure you expiring leases will be renewed or that our properties will be re-leased at base rental rates equal to or above the current average base rental rates. If the rental rates of our properties decrease, our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders would be adversely affected.

We may be unable to complete acquisitions and even if acquisitions are completed, we may fail to successfully operate acquired properties.

We continue to evaluate the market of available properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or redevelop them may be exposed to the following significant risks:

• we may be unable to acquire a desired property because of competition from other real estate investors with significant capital, including publicly traded REITs and institutional investment funds;

• even if we are able to acquire a desired property, competition from other potential acquirors may significantly increase the purchase price;

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• even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;

• we may be unable to finance the acquisition on favorable terms in the time period we desire, or at all;

• we may spend more than budgeted to make necessary improvements or renovations to acquired properties;

• we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;

• market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and

• we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

If we cannot finance property acquisitions in a timely manner and on favorable terms, or operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected.

Recent market and economic conditions have been unprecedented and challenging with slower growth and tighter credit conditions. These adverse conditions and competition may impede our ability to generate sufficient income to pay expenses, maintain properties, make distributions and maintain and refinance debt.

The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate including:

• changes in the local, regional and national economic climate;

• local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own;

• the attractiveness of our properties to tenants;

• the ability of our tenants to pay rent;

• competition from other available properties;

• changes in market rental rates;

• our need to periodically pay for costs related to repair, renovation and re-letting of space;

• our ability to provide adequate management services and to maintain our properties;

• increased operating costs, if these costs cannot be passed through to our tenants;

• our ability to secure adequate insurance;

• fluctuations in interest rates;

• changes in real estate taxes, maintenance, insurance and other expenses;

• availability of financing on acceptable terms or at all;

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• the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and

• changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.

The retail shopping sector has been negatively affected by recent economic conditions. Adverse economic conditions have forced some retailers to declare bankruptcy and close stores. Other retailers have announced store closings even though they have not filed for bankruptcy protection. These downturns in the retailing industry likely will have a direct impact on our performance. Continued store closings or declarations of bankruptcy by our tenants may have a material adverse effect on our overall performance. Adverse general or local economic conditions could result in the inability of some of our tenants of to meet their lease obligations and could otherwise adversely affect our ability to attract or retain tenants.

Our properties consist primarily of grocery and value-retail anchored shopping centers and, therefore a decrease in the demand for retail space may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has been and may continue to be adversely affected by weakness in the local, regional and national economies where our properties are located, the adverse financial condition of some large retail companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through catalogues and the Internet. To the extent that any of these conditions occur, they are likely to affect market rents for retail space. In addition, we may face challenges in the management and maintenance of the properties or encounter increased operating costs, such as real estate taxes, insurance and utilities, which may make our properties unattractive to tenants.

Turmoil in the capital and credit markets could adversely impact our acquisition activities and the pricing of real estate assets.

Volatility in the capital and credit markets could adversely affect our acquisition activities by causing lenders and credit rating agencies to tighten their underwriting standards. This directly affects a lender’s ability to provide debt financing and increases the cost of available debt financing. As a result, we may not be able to obtain favorable debt financing in the future or at all. This may result in future acquisitions generating lower overall economic returns, which may adversely affect our results of operations and distributions to stockholders. Furthermore, any turmoil in the capital or credit markets could adversely impact the overall amount of capital and debt financing available to invest in real estate, which may result in decreases in price or value of real estate assets.

Future terrorist attacks in the United States could harm the demand for and the value of our properties.

Future terrorist attacks in the U.S., such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, and other acts of terrorism or war could harm the demand for and the value of our properties even if not directed at our properties. A decrease in demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates.

Terrorist attacks also could directly impact the value of our properties through damage, destruction, loss, or increased security costs, and the availability of insurance for such acts may be limited or may cost more. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases with us could be adversely affected. Additionally, certain tenants have termination rights or purchase options in respect of certain casualties. The terrorist attacks that occurred on September 11, 2001 have substantially affected the availability and price of insurance coverage for certain types of damages or occurrences, and our insurance policies for terrorism include large deductibles and co-payments. The lack of sufficient insurance for these types of acts could expose us to significant losses and could have a negative impact on our operations. Even if we receive casualty proceeds, we may not be able to reinvest such proceeds profitably

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or at all, and we may be forced to recognize taxable gain on the affected property. Failure to reinvest casualty proceeds in the affected property or properties could also trigger our tax indemnification obligations under our agreements with certain limited partners of our operating partnership with respect to sales of specified properties. See “—Tax indemnification obligations in the event that we sell certain properties could limit our operating flexibility” and “Certain Relationships and Related Transactions—Tax Protection Agreements.”

Potential losses such as those from adverse weather conditions, natural disasters and title claims, may not be fully covered by our insurance policies.

Our business operations are susceptible to, and could be significantly affected by, adverse weather conditions and natural disasters that could cause significant damage to the properties in our portfolio. Our insurance may not be adequate to cover business interruption or losses resulting from adverse weather or natural disasters. In addition, our insurance policies include substantial self-insurance portions and significant deductibles and co-payments for such events, and recent hurricanes in the United States have affected the availability and price of such insurance. As a result, we may incur significant costs in the event of adverse weather conditions and natural disasters. We may discontinue certain insurance coverage on some or all of our properties in the future if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the risk of loss.

Furthermore, we do not carry insurance for certain losses, including, but not limited to, losses caused by certain environmental conditions, such as mold or asbestos, riots or war. In addition, our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases. As a result, we may not have sufficient coverage against all losses that we may experience, including from adverse title claims.

If we experience a loss that is uninsured or which exceeds our policy limits, we could incur significant costs and lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

In addition, certain of our properties could not be rebuilt to their existing height or size at their existing location under current land-use laws and policies. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications and otherwise may have to upgrade such property to meet current code requirements.

We face significant competition, which may decrease or prevent increases in the occupancy and rental rates of our properties.

We compete with numerous developers, owners and operators of shopping centers, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders may be adversely affected.

We could incur significant costs related to government regulation and private litigation over environmental matters.

Under various laws relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances at that property, and may be required to investigate and clean up such contamination at that property

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or emanating from that property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. The presence of contamination or the failure to remediate contamination in our properties may expose us to third-party liability or adversely affect our ability to sell, lease or redevelop the real estate or to borrow using the real estate as collateral.

These environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM, and may impose fines and penalties for failure to comply with these requirements or expose us to third-party liability. Some of our properties may contain ACBM and we could be liable for such fines or penalties, as described below in “Business and Properties—Regulation—Environmental Matters.”

Some of the properties in our portfolio contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. If hazardous or toxic substances were released from these tanks, we could incur significant costs or be liable to third parties with respect to the releases.

Existing conditions at some of our properties may expose us to liability related to environmental matters.

Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our existing portfolio. Each of the site assessments was completed at the time we acquired a property and updated at the time we refinanced a property. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey. We have acquired, and may in the future acquire, properties or interests in properties with known adverse environmental conditions, including asbestos-containing building materials, or ACBM. In such circumstances, the environmental conditions are addressed in accordance with applicable environmental laws. Moreover, the site assessments may have failed to reveal all environmental conditions, liabilities, or compliance concerns. Material environmental conditions, liabilities, or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability. The costs of future environmental compliance could affect our ability to make distributions to our stockholders and could have a material adverse effect on our business, assets or results of operations.

Potential environmental liabilities may exceed our environmental insurance coverage limits.

We carry environmental insurance to cover certain potential environmental liabilities associated with our properties. We cannot assure you, however, that our insurance coverage will be sufficient or that our liability, if any, will not have a material adverse effect on our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

We may experience a decline in the fair value of our assets, which may have a material impact on our financial condition, liquidity and results of operations and adversely impact our stock price.

A decline in the fair market value of our assets may require us to recognize an other-than-temporary impairment against such assets under GAAP if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets to maturity or for a period of time sufficient to allow for recovery to the amortized cost of such assets. If such a determination were to be made, we would recognize unrealized losses through earnings and write down the amortized cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be other-than-temporarily impaired. Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale.

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Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

Subject to maintaining our qualification as a REIT, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements that involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

We may assume unknown liabilities in connection with the formation transactions, which, if significant, could adversely affect our business.

As part of the formation transactions, we (through our operating partnership) will acquire the properties and assets of our predecessor, subject to existing liabilities, some of which may be unknown at the time this offering is consummated. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants, vendors or other persons dealing with such entities prior to this offering (that had not been asserted or threatened prior to this offering), tax liabilities, and accrued but unpaid liabilities incurred in the ordinary course of business. As part of the formation transactions, Messrs. Adam Ifshin and Stephen Ifshin made limited representations and warranties to us regarding potential material adverse impacts on the entities, properties and assets that we will own following the formation transactions for a limited period of time and agreed to indemnify us and our operating partnership for breaches of such representations up to a cap of $10.0 million. Because many liabilities, including tax liabilities, may not be identified within such period, we may have no recourse against Messrs. Adam Ifshin and Stephen Ifshin for such liabilities. See “—Existing conditions at some of our properties may expose us to liability related to environmental matters” as to the possibility of undisclosed environmental conditions potentially affecting the value of the properties in our portfolio.

We may incur significant costs complying with the ADA and similar laws, which could adversely affect our financial condition, results of operations, cash flow and trading price of our common stock.

Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Although we believe the properties in our portfolio substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. If one or more of the properties in our portfolio is not in compliance with the ADA, we would be required to incur additional costs to bring the property into compliance. Additional federal, state and local laws also may require modifications to our properties, or restrict our ability to renovate our properties. We cannot predict the ultimate cost of compliance with the ADA or other legislation. If we incur substantial costs to comply with the ADA and any other legislation, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected.

Our property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flows.

Even if we qualify as a REIT for U.S. federal income tax purposes, we will be required to pay state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. In particular, our portfolio of properties may be reassessed as a result of this offering. Therefore, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past. If the property taxes we pay increase, our cash flow could be impacted, and our ability to make expected distributions to our stockholders could be adversely affected.

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Risks Related to Our Organization and Structure

We have no experience operating as a REIT or as a public company, which may affect our ability to successfully operate our business or generate sufficient cash flows to make or sustain distributions to our stockholders.

We have no operating history as a REIT or a public company. Our board of directors and senior management team will have overall responsibility for our management and, while certain members of our senior management team and directors have extensive experience in real estate marketing, development, management, finance and law, only our Chief Financial Officer has prior experience in operating a business in accordance with the Code requirements for maintaining qualification as a REIT or in operating a public company. We cannot assure you our past experience will be sufficient to successfully operate our company as a REIT or a public company, including the requirements to timely meet disclosure requirements and comply with the Sarbanes-Oxley Act of 2002. Failure to maintain REIT qualification would have an adverse effect on our cash available for distribution to stockholders.

Our success depends on key personnel whose continued service is not guaranteed.

We depend on the efforts of key personnel, particularly Adam Ifshin, our Chairman, Chief Executive Officer and President, Stephen Ifshin, our Vice Chairman, Daniel Taub, our Chief Operating Officer, William Comeau, our Chief Financial Officer, Jonathan Wigser, our Chief Investment Officer, Michael Cohen, our Executive Vice President of Leasing, Patrick Tandy, our Vice President of Construction Management and Michael Desmarais, our Vice President of Property Management. Among the reasons Mr. Adam Ifshin is important to our success is that he has a national industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, existing and potential tenants and industry personnel. If we lost his services, our relationships with such personnel could diminish. In addition, Stephen Ifshin is 73 years old and, although he has informed us that he does not currently plan to retire, his continued service to us cannot be guaranteed.

Many of our other members of our senior management team also have strong national industry reputations, which aid us in identifying opportunities, having opportunities brought to us, and negotiating with tenants and sellers. The loss of their services could materially and adversely affect our operations because of diminished relationships with lenders, existing and prospective tenants and industry personnel.

Tax consequences to holders of operating partnership units upon a sale or refinancing of our properties may cause the interests of certain members of our senior management team to differ from your own.

As a result of the unrealized built-in gain attributable to a property at the time of contribution, some holders of operating partnership units, including certain members of our senior management team, may suffer different and more adverse tax consequences than holders of our common stock upon the sale or refinancing of the properties owned by our operating partnership, including disproportionately greater allocations of items of taxable income and gain upon a realization event. As those holders will not receive a correspondingly greater distribution of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other material terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at all. As a result, the effect of certain transactions on these members of our senior management team may influence their decisions affecting these properties and may cause such members of our senior management team to attempt to delay, defer or prevent a transaction that might otherwise be in the best interests of our other stockholders.

Certain members of our senior management team have outside business interests that could take their time and attention away from us.

Messrs. Adam Ifshin and Stephen Ifshin, and certain other members of our senior management team, will continue to own interests in the excluded properties that are not being contributed to us in the formation

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transaction. In addition, Messrs. Adam Ifshin and Stephen Ifshin own interests in the excluded businesses. In some cases, Messrs. Adam Ifshin and Stephen Ifshin or their affiliates will have certain management and fiduciary obligations that may conflict with such person’s responsibilities as an officer or director of our company and may adversely affect our operations. While Mr. Adam Ifshin will devote substantially all of his business time and attention to our business, under his employment agreement, he may also devote time to the excluded properties and the excluded businesses to the extent that such excluded activities do not materially interfere with the performance of his duties to us. Under Mr. Stephen Ifshin’s employment agreement, he may also devote business time and attention to the excluded properties and the excluded businesses consistent with his past practice, which may reduce the time he spends working on matters for us.

Certain members of our senior management team exercised significant influence with respect to the terms of the formation transactions including the economic benefits they will receive as a result of which the consideration given by us may exceed the fair market value of the properties.

We did not conduct arm’s length negotiations with the continuing investors that are members of our senior management team with respect to all of the terms of the formation transactions. In the course of structuring the formation transactions, certain members of our senior management team had the ability to influence the type and level of benefits that they and our other officers will receive from us. In addition, certain members of our senior management team had substantial pre-existing ownership interests in our predecessor and will receive substantial economic benefits as a result of the formation transactions.

We may pursue less vigorous enforcement of terms of the formation transaction agreements because of conflicts of interest with certain members of our senior management team.

Our senior management team has ownership interests in our predecessor that we will acquire in the formation transactions upon completion of this offering. As part of the formation transactions, Messrs. Adam Ifshin and Stephen Ifshin made limited representations and warranties to us regarding potential material adverse impacts on the entities, properties and assets that we will own following the formation transactions for a limited period of time and agreed to indemnify us and our operating partnership for breaches of such representations and warranties subject to a cap of $10.0 million. Such indemnification is limited, however, and we are not entitled to any other indemnification in connection with the formation transactions. See “—We may assume unknown liabilities in connection with the formation transactions, which if significant, could adversely affect our business” above. In addition, we expect that certain members of our senior management team will enter into employment agreements with us pursuant to which they will agree, among other things, not to engage in certain business activities in competition with us (both during, and for a period of time following, their employment with us). See “Management—Employment Agreements.” We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with our executive officers given their significant knowledge of our business, relationships with our customers and significant equity ownership in us.

Under their employment agreements, certain members of our senior management team will have certain rights to terminate their employment and receive severance in connection with a change of control of our company, which may adversely affect us.

In connection with this offering, we will enter into employment agreements with Messrs. Adam Ifshin, Stephen Ifshin, Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen. These agreements will provide for termination payments in connection with a change of control if the applicable officer is terminated by us without cause or leaves with good reason within a specified period of time either before or following a change of control (as defined in the applicable employment agreement). See “Management—Employment Agreements” for further details about the terms of these employment agreements.

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Certain provisions of Maryland law could inhibit changes in control of us, which could lower the value of our shares.

Certain provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock. Among other things, we are subject to the “business combination,” “control share acquisition” and “unsolicited takeover” provisions of the MGCL. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide the holders of shares of common stock with the opportunity to realize a premium over the then current market price. Pursuant to the statute, our board of directors has by resolution exempted business combinations between us and any other person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person). Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. There can be no assurance that these exemptions or provisions will not be amended or eliminated at any time in the future. Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors. See “Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Business Combinations,” “—Control Share Acquisitions” and “—Subtitle 8.”

Our authorized but unissued shares of common and preferred stock may prevent a change in our control, which could lower the market value of our shares.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be in the best interest of our stockholders.

Ownership limitations may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares.

In order for us to qualify as a REIT for each taxable year after 2010, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our stock during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. “Individuals” for this purpose include natural persons, private foundations, some employee benefit plans and trusts and some charitable trusts. To preserve our REIT qualification, among other purposes, our charter generally prohibits any person from directly or indirectly owning more than 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of our capital stock or more than 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock. As an exception to this general prohibition, our charter permits Adam Ifshin, our chief executive officer and president, together with his family, to own up to 13.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock or capital stock. This ownership limitation could have the effect of discouraging a takeover or other transaction in which holders of our common stock might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests.

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Our board of directors may change our strategies, policies or procedures without stockholder consent.

Our investment, financing, leverage and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of the board of directors without a vote of our stockholders. In addition, the board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies could have an adverse effect on our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

If we fail to establish and maintain an effective system of integrated internal controls, we may not be able to accurately report our financial results.

In the past, we have reported our results to investors in the existing entities on a property-by-property basis, and we have not separately reported audited results for our predecessor. In addition, we were not required to report our results on a GAAP basis. In connection with our operation as a public company, we will be required to report our operations on a consolidated basis under GAAP and, in some cases, on a property-by-property basis. We are in the process of implementing an internal audit function and modifying our company-wide systems and procedures in a number of areas to enable us to report on a consolidated basis under GAAP as we continue the process of integrating the financial reporting of our predecessor. If we fail to implement proper overall business controls, including as required to integrate the systems and procedures of our predecessor and support our growth, our results of operations could be harmed or we could fail to meet our reporting obligations.

Risks Related to This Offering

There has been no public market for our common stock prior to this offering and an active trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market for our common stock, and there can be no assurance that an active trading market will develop or be sustained or that shares of our common stock will be resold at or above the initial public offering price. The initial public offering price of our common stock will be determined by agreement among us and the underwriters, but there can be no assurance that our common stock will not trade below the initial public offering price following the completion of this offering. See “Underwriting.” The market value of our common stock could be substantially affected by general market conditions, including the extent to which a secondary market develops for our common stock following the completion of this offering, the extent of institutional investor interest in us, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies), our financial performance and general stock and bond market conditions.

The stock markets, including the NYSE, on which our common stock has been approved for listing, subject to official notice of issuance, have experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock is likely to be similarly volatile, and investors in shares of our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of shares of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this prospectus and others such as:

• our operating performance and the performance of other similar companies;

• actual or anticipated differences in our quarterly operating results;

• changes in our revenues or earnings estimates or recommendations by securities analysts;

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• publication of research reports about us or our industry by securities analysts;

• additions and departures of key personnel;

• strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;

• the passage of legislation or other regulatory developments that adversely affect us or our industry;

• speculation in the press or investment community;

• actions by institutional stockholders;

• changes in accounting principles;

• terrorist acts; and

• general market conditions, including factors unrelated to our performance.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.

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

We intend to make distributions to our common stockholders and holders of operating partnership units. We intend to maintain our initial distribution rate for the twelve-month period following completion of this offering unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. All dividends and distributions will be made at the discretion of our board of directors and will depend on our earnings, financial condition, maintenance of REIT qualification and other factors as our board of directors may deem relevant from time to time. If sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital or to borrow to provide funds for such distribution, or to reduce the amount of such distribution. See “Distribution Policy.” However, we have no intention to use the net proceeds from this offering to make distributions. We cannot assure you that our estimated distributions will be made or sustained. Any distributions we pay in the future will depend upon our actual results of operations, economic conditions and other factors that could differ materially from our current expectations.

Our ability to pay our estimated initial annual distribution, which represents approximately 107.6% of our estimated cash available for distribution for the twelve months ended March 31, 2011, depends upon our actual operating results, and we may be required to borrow to pay this distribution, which could slow our growth.

We expect to pay an initial annual dividend of $0.70 per share, which represents approximately 107.6% of our estimated cash available for distribution for the twelve months ending March 31, 2011 calculated as described in “Distribution Policy.” Accordingly, we currently expect that we will be unable to pay our estimated initial annual distribution to out of estimated cash available for distribution for the twelve months ending March 31, 2011 as calculated in “Distribution Policy.” Unless our operating cash flow increases, we will be required either to fund future distributions from borrowings or to reduce such distributions. If we need to borrow funds on a regular basis to meet our distribution requirements or if we reduce the amount of our distribution, our stock price may be adversely affected.

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Differences between the book value of the assets we will own following the formation transactions and the price paid for our common stock will result in an immediate and material dilution of the book value of our common stock that investors will own upon completion of this offering and the formation transactions.

As of March 31, 2010, the aggregate historical combined net tangible book value of our predecessor was approximately $(9.1) million, or $(0.43) per share of our common stock held by our continuing investors, assuming the exchange of operating partnership units for shares of our common stock on a one-for-one basis. As a result, the pro forma net tangible book value per share of our common stock after the consummation of this offering and the formation transactions will be less than the initial public offering price. The purchasers of shares of our common stock offered hereby will experience immediate and substantial dilution of $7.95 per share in the pro forma net tangible book value per share of our common stock.

The market price of our common stock could be adversely affected by our level of cash distributions.

The market value of the equity securities of a REIT is based primarily upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock.

Our predecessor has experienced historical losses and accumulated deficits and we may experience future losses.

Our predecessor had net losses of approximately $3.4 million, $17.8 million and $17.4 million for the three months ended March 31, 2010 and for the years ended December 31, 2009 and 2008, respectively. Our predecessor had an accumulated deficit of $(10.7) million and $(748,000) as of March 31, 2010 and December 31, 2009, respectively. There can be no assurance that we will not continue to incur net losses in the future, which could adversely affect our ability to service our indebtedness and our ability to pay dividends or make distributions, any of which could adversely affect the trading price of our common stock.

Increases in market interest rates may result in a decrease in the value of our common stock.

One of the factors that will influence the price of our common stock will be the dividend yield on the common stock (as a percentage of the price of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of shares of our common stock to expect a higher dividend yield and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock to go down.

The number of shares available for future sale could adversely affect the market price of our common stock.

We cannot predict whether future issuances of shares of our common stock or the availability of shares for resale in the open market will decrease the market price per share of our common stock. Sales of substantial amounts of shares of our common stock in the public market, or upon exchange of operating partnership units, or the perception that such sales might occur could adversely affect the market price of the shares of our common stock. In addition, future sales of shares of our common stock may be dilutive to existing stockholders.

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Tax Risks Related to Ownership of Our Shares

Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders.

We have been organized and we intend to operate in a manner that will enable us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2010. We have not requested and do not intend to request a ruling from the Internal Revenue Service, or the IRS, that we qualify as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions and Treasury Regulations promulgated thereunder for which there are limited judicial and administrative interpretations. The complexity of these provisions and of applicable Treasury Regulations is greater in the case of a REIT that, like us, holds its assets through partnerships. To qualify as a REIT, we must meet, on an ongoing basis, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding shares, and the amount of our distributions. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us to qualify as a REIT. Thus, while we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year. These considerations also might restrict the types of assets that we can acquire in the future.

If we fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax on our taxable income, and distributions to our stockholders would not be deductible by us in determining our taxable income. In such a case, we might need to borrow money or sell assets in order to pay our taxes. Our payment of income tax would decrease the amount of our income available for distribution to our stockholders. Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to distribute substantially all of our net taxable income to our stockholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to qualify as a REIT until the fifth calendar year following the year in which we failed to qualify.

Complying with REIT requirements may cause us to forego and/or liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that we meet the REIT gross income tests annually and that, at the end of each calendar quarter, at least 75% of the value of our total assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-backed securities. The remainder of our investment in securities (other than government securities and qualified REIT real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of our total securities can be represented by securities of one or more corporations that are treated as taxable REIT subsidiaries under the Code, or TRSs. See “U.S. Federal Income Tax Considerations—Requirements for Qualification—General—Asset tests.” If we fail to comply with these asset requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.

To meet these tests, we may be required to forego investments we might otherwise make. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily

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available for distribution, and may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source of income or asset diversification requirements for qualifying as a REIT. Furthermore, we may be required to liquidate from our portfolio otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. Thus, compliance with the REIT requirements may hinder our investment performance.

REIT distribution requirements could require us to borrow funds during unfavorable market conditions or subject us to tax which would reduce the cash available for distribution to our stockholders.

In order to qualify as a REIT, we must distribute to our stockholders, each calendar year, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we are subject to U.S. federal corporate income tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid the 4% nondeductible excise tax.

Our taxable income may exceed our net income as determined by GAAP because, for example, realized capital losses will be deducted in determining our GAAP net income, but may not be deductible in computing our taxable income. In addition, we may incur non-deductible capital expenditures or be required to make debt or amortization payments. As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and we may incur corporate income tax and the 4% nondeductible excise tax on that income if we do not distribute such income to stockholders in that year. In that event, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal corporate income tax and the 4% nondeductible excise tax in that year.

If our operating partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT.

We believe our operating partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership, our operating partnership is not subject to U.S. federal income tax on its income. Instead, each of its partners, including us, is required to pay tax on its allocable share of the operating partnership’s income. No assurance can be provided, however, that the IRS will not challenge its status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as a corporation for tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, cease to qualify as a REIT. Also, our operating partnership would become subject to U.S. federal, state and local income tax, which would reduce significantly the amount of cash available for our principal and interest obligations and for distribution to its partners, including us.

Even if we qualify as a REIT, we may face tax liabilities that reduce our cash flow.

Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, franchise, property and transfer taxes, including mortgage recording taxes. See “U.S. Federal Income Tax Considerations—Taxation of the Company—Taxation of REITs in General.” In addition, any TRSs we own will be subject to U.S. federal, state and local corporate taxes. In order to meet the REIT qualification requirements, or to avoid the imposition of a 100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale to customers in the ordinary course of business, we may hold some of our assets through taxable subsidiary corporations, including

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TRSs. Any taxes paid by such subsidiary corporations would decrease the cash available for distribution to our stockholders.

We may choose to make distributions in our own stock, in which case you may be required to pay income taxes in excess of the cash dividends you receive.

We may distribute taxable dividends that are payable in cash and shares of our common stock at the election of each stockholder. Under IRS Revenue Procedure 2010-12, up to 90% of any such taxable dividend with respect to the taxable years 2010 and 2011 could be payable in our stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current or accumulated earnings and profits for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. Accordingly, U.S. stockholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock, by withholding or disposing of part of the shares in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, such sale may put downward pressure on the trading price of our common stock.

Further, while Revenue Procedure 2010-12 applies only to taxable dividends payable by us in a combination of cash and stock with respect to the taxable years 2010 and 2011, it is unclear whether and to what extent we will be able to pay taxable dividends in cash and stock in later years. Moreover, various tax aspects of such a taxable cash/stock dividend are uncertain and have not yet been addressed by the IRS. No assurance can be given that the IRS will not impose additional requirements in the future with respect to taxable cash/stock dividends, including on a retroactive basis, or assert that the requirements for such taxable cash/stock dividends have not been met.

Although our use of TRSs may partially mitigate the impact of meeting the requirements necessary to maintain our qualification as a REIT, there are limits on our ability to own TRSs and a failure to comply with the limits would jeopardize our REIT qualification and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of securities of one or more TRSs. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s length basis.

Any TRSs that we form will pay U.S. federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but is not required to be distributed to us, unless necessary to maintain our REIT qualification. While we will be monitoring the aggregate value of the securities of any such TRSs and intend to conduct our affairs so that such securities will represent less than 25% of the value of our total assets, there can be no assurance that we will be able to comply with the TRS limitation in all market conditions.

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Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our shares.

The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates is 15% (through 2010). Dividends payable by REITs, however, are generally not eligible for the reduced rates and therefore may be subject to a 35% maximum U.S. federal income tax rate on ordinary income. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our shares.

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

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the instrument hedges interest rate risk on liabilities used to carry or acquire real estate assets, and such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. See “U.S. Federal Income Tax Considerations—Requirements for Qualification—General—Gross Income Tests” and “ U.S. Federal Income Tax Considerations—Requirements for Qualification—General—Hedging Transactions.” As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

The ability of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that the board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if the board determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we would no longer be required to distribute our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of shares of our common stock.

At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.

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Your investment has various tax risks.

Although the provisions of the Code generally relevant to an investment in shares of our common stock are described in “U.S. Federal Income Tax Considerations,” we urge you to consult your tax advisor concerning the effects of U.S. federal, state, local and foreign tax laws to you with regard to an investment in shares of our common stock.

We may inherit tax liabilities from the entities to be merged into our company or our subsidiaries in the formation transactions.

Pursuant to the formation transactions, we and our operating partnership will acquire all of the assets and liabilities, including any tax liabilities, of the existing entities and certain assets from S corporations owned by Adam Ifshin. If any such corporation failed to qualify as an S corporation, or any existing entity failed to qualify as a partnership for U.S. federal income tax purposes, we could assume material U.S. federal income tax liabilities in connection with the formation transactions. In addition, to qualify as a REIT, under these circumstances we would be required to distribute any earnings and profits acquired from such entities prior to the close of the taxable year in which the formation transactions occur. No rulings from the IRS will be requested and no opinions of counsel will be rendered regarding the U.S. federal income tax treatment of any of the entities to be merged into our company or our subsidiaries in the formation transactions. Accordingly, no assurance can be given that the S corporations have qualified as S corporations for U.S. federal income tax purposes or that the existing entities have qualified as partnerships for U.S. federal income tax purposes, or that these entities do not have any other tax liabilities.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. In particular, statements pertaining to our capital resources, portfolio performance, dividend policy and results of operations contain forward-looking statements. Likewise, our unaudited pro forma financial statements and all our statements regarding anticipated growth in our portfolio from operations, acquisitions and anticipated market conditions, demographics and results of operations are forward-looking statements. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. 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,” “contemplates,” “aims,” “continues,” “would” or “anticipates” or the negative of these words and phrases or similar words or phrases. 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:

• the factors included in this prospectus, including those set forth under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties;”

• the effect of the credit crisis on general economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;

• use of proceeds of this offering;

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

• changes in our business strategy;

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

• bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;

• increased interest rates and operating costs;

• declining real estate valuations and impairment charges;

• availability, terms and deployment of capital;

• our failure to obtain necessary outside financing, including our senior secured revolving credit facility;

• our expected leverage;

• decreased rental rates or increased vacancy rates;

• our failure to generate sufficient cash flows to service our outstanding indebtedness;

• difficulties in identifying properties to acquire and completing acquisitions;

• risks of real estate acquisitions, dispositions and redevelopment, including the cost of construction delays and cost overruns;

• our failure to successfully operate acquired properties and operations;

• our projected operating results;

• our ability to manage our growth effectively;

• our failure to successfully redevelop properties;

• estimates relating to our ability to make distributions to our stockholders in the future;

• impact of changes in governmental regulations, tax law and rates and similar matters;

• our failure to qualify or maintain our qualification as a REIT;

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• future terrorist attacks in the U.S.;

• environmental uncertainties and risks related to natural disasters;

• lack or insufficient amounts of insurance;

• financial market fluctuations;

• availability of and our ability to attract and retain qualified personnel;

• conflicts of interest with our senior management team;

• our understanding of our competition;

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

• our ability to comply with the laws, rules and regulations applicable to companies and, in particular, public companies.

For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section above entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus, except as required by applicable law.

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USE OF PROCEEDS

We estimate we will receive gross proceeds from this offering of $500 million (approximately $575 million if the underwriters exercise their option in full) assuming an initial offering price of $16.00 per share, which is the mid-point of the range set forth on the front cover of this prospectus. After deducting the underwriting discounts and commissions and estimated expenses of this offering, we expect net proceeds from this offering of approximately $447.8 million or approximately $517.6 million if the underwriters exercise their option in full.

We will contribute the net proceeds of this offering to our operating partnership. The following table sets forth the estimated sources and estimated uses of funds we expect in connection with this offering and the formation transactions. Exact payment amounts may differ from estimates due to amortization of principal, additional borrowings, accrual of additional prepayment fees and incurrence of additional transaction expenses. This table identifies sources of funds arising from this offering with specific uses for your convenience; however, sources of funds from this offering may be commingled and have not been earmarked for particular purposes.

Sources
(in thousands)
Gross proceeds from this offering	$	500,000
Gross proceeds from senior secured revolving credit facility		5,000
Return of escrows held by lenders under indebtedness being repaid		8,900
Total Sources	$	513,900

Uses
(in thousands)
Repayment or defeasance of existing indebtedness (1)	$	440,995
Accrued interest on existing indebtedness being repaid		1,594
Transaction expenses (including underwriting discounts and commissions), transfer taxes and other costs		52,165
Prepayment penalties, exit fees, swap breakage costs and defeasance costs		8,029
Debt assumption and other fees		5,583
Costs of senior secured revolving credit facility		3,901
Cash consideration pursuant to consolidation transaction		252
General working capital purposes		1,381
Total Uses	$	513,900

(1) Represents balance as of March 31, 2010 of existing indebtedness that is to be repaid.

See our unaudited pro forma financial statements contained elsewhere in this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Indebtedness to be Outstanding After This Offering” for a description of the indebtedness to be assumed by us in connection with the formation transactions.

As set forth above, we expect to use a portion of the net proceeds from this offering to repay approximately $441.0 million of our outstanding indebtedness (based on March 31, 2010 outstanding balances) in accordance with the chart below and to pay approximately $8.0 million in prepayment penalties, exit fees, swap breakage costs and defeasance costs related to such indebtedness.

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Property	Stated Interest Rate	Principal Balance as of March 31, 2010(1)		Maturity Date
		(in thousands)
Mortgage Debt:
Whiterock Marketplace	8.11%		7,006	8/31/2010
Mid Valley Mall	1-Month LIBOR + 155 bps		25,985	9/28/2010
Dingo Portfolio Loan	1-Month LIBOR + 145 bps		81,027	10/30/2010
Levittown Town Center(2)	1-Month LIBOR + 195 bps		27,116	10/31/2010
Sprayberry Square	1-Month LIBOR + 175 bps		14,056	11/1/2010
Day 2 Portfolio First Loan	1-Month LIBOR + 155 bps		102,500	1/1/2011
Day 2 Portfolio Second Loan	3-Month LIBOR + 350 bps		20,000	1/1/2011
Tower Shopping Center	4.80%		6,792	2/1/2011
Tara Crossing	7.21%		8,394	10/1/2011
Florence Square	6.02%		14,500	11/11/2011
Centre at Riverchase	6.02%		11,610	11/11/2011
Tree Trail Village	6.02%		9,960	11/11/2011
Winchester Court	6.02%		8,810	11/11/2011
Five Forks Corners	6.02%		9,325	11/11/2011
Riverdale Crossing	6.02%		8,120	11/11/2011
Amelia Plaza	6.02%		4,370	11/11/2011
Rockbridge Place	6.02%		4,300	11/11/2011
Indian Creek Crossing	6.02%		4,080	11/11/2011
High Ridge Centre	6.90%		12,321	12/1/2011
King City Square	7.04%		5,531	1/14/2012
Cedars Square	7.35%		12,873	2/1/2012
Levittown Note Payable	6.88%		1,000	7/31/2012
Century Square	6.97%		19,830	10/6/2012
Bethesda Walk(3)	4.62%		6,181	9/15/2013
Levittown Town Center/Wachovia	5.32%		1,392	4/11/2015
Mall at 59	6.63%		6,906	5/1/2019
Whiterock Marketplace Outparcel	8.20%		478	12/1/2025
Lines of Credit:
DLC Management Line of Credit(4)	3.25%		3,032	11/30/2010
Wing Park Shopping Center(4)	3.25%		3,500	11/30/2010
Total		$	440,995

(1) Actual amounts repaid may differ from the amounts outstanding as of March 31, 2010 due to our predecessor’s repayment of amortized principal amounts between March 31, 2010 and the closing of this offering. Additionally, due to expected additional borrowings, at the closing of this offering, we expect (i) the aggregate principal amount outstanding under the DLC Management Line of Credit to have increased to approximately $4.90 million and (ii) the aggregate principal amount outstanding under the Levittown Town Center indebtedness to have increased to approximately $27.3 million.

(2) The mortgage is scheduled to mature on July 31, 2010. However, the lender has agreed to extend the maturity date for such mortgage through October 31, 2010, which is subject to the execution of customary documentation.

(3) Includes acceleration of $329,000 of unamortized discount associated with the repayment of this mortgage.

(4) Indebtedness outstanding under our management company’s line of credit.

Any net proceeds remaining after the uses set forth in the table above will be used for general working capital purposes, including potential future acquisition and redevelopment activities. If the underwriters exercise their option to purchase an additional 4,687,500 shares of our common stock in full solely to cover over-allotments, we expect to contribute the additional net proceeds to us, which will be approximately $69.8 million in the aggregate, to our operating partnership in exchange for 4,687,500 operating partnership units. We do not intend to use any of the net proceeds from this offering to fund distributions to our stockholders, but to the extent we use the net proceeds to fund distributions, these payments will be treated as a return of capital to our

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stockholders for U.S. federal income tax purposes. Pending the use of the net proceeds, we intend to invest such portion of the net proceeds in interest-bearing accounts and short-term, interest-bearing securities that are consistent with our intention to qualify for taxation as a REIT.

The value of the operating partnership units that we will receive in exchange for our contribution of the net proceeds from this offering to our operating partnership will increase or decrease if our common stock is priced above or below the mid-point of the range of prices set forth on the front cover of this prospectus. Our operating partnership will subsequently use the net proceeds received from us as set forth in the table above. The initial public offering price of our common stock will be determined in consultation with the underwriters. Among the factors that will influence the pricing of this offering are our record of operations; our management; our estimated net income; our estimated funds from operations; our estimated cash available for distribution; our anticipated dividend yield; our growth prospects; the current market valuations for comparable REITs; financial performance and dividend yields of publicly traded companies considered by us and the underwriters to be comparable to us; and the state of the commercial real estate industry and the economy as a whole. The initial public offering price does not necessarily bear any relationship to our book value or the fair market value of our assets. We have not obtained as part of the formation transactions any recent third-party appraisals of the properties and other assets to be contributed to our operating partnership in connection with this offering and the formation transactions, or any other independent third-party valuations or fairness opinions in connection with the formation transactions. As a result, the consideration to be given in exchange by us for these properties and other assets may exceed their fair market value.

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DISTRIBUTION POLICY

We intend to make regular quarterly distributions to holders of shares of our common stock. Although we have not previously paid distributions, we intend to pay a pro rata initial distribution with respect to the period commencing on the completion of this offering and ending September 30, 2010, based on $0.175 per share for a full quarter. On an annualized basis, this would be $0.70 per share, or an annual distribution rate of approximately 4.4% based on the mid-point of the range of prices set forth on the front cover of this prospectus. We expect substantially all of these distributions will represent a return of capital for the period ending March 31, 2011. We estimate that this initial annual rate of distribution will represent approximately 107.6% of estimated cash available for distribution for the twelve months ending March 31, 2011. Our intended annual rate of initial distribution has been established based on our estimate of cash available for distribution for the twelve months ending March 31, 2011, which we have calculated based on adjustments to our pro forma income before non-controlling interests for the year ended March 31, 2011. In estimating our cash available for distribution for the twelve months ending March 31, 2011, we have made certain assumptions as reflected in the table and footnotes below, including that there will be no new leases or net increases in renewals or terminations of existing leases in our portfolio after July 23, 2010.

Our estimate of cash available for distribution does not reflect the amount of cash estimated to be used for tenant improvement and leasing commission costs and large-scale tenant specific project costs related to leases that may be entered into after July 23, 2010. It also does not reflect the amount of cash estimated to be used for investing activities for acquisition and other activities. It also does not reflect the amount of cash estimated to be used for financing activities, other than scheduled mortgage loan principal repayments on mortgage indebtedness that will be outstanding upon consummation of this offering. Our estimate includes substantial adjustments for expenditures that will be funded with offering proceeds or existing reserves and that otherwise would have impacted cash available for distribution. Although we have included all material investing and financing activities that we have commitments to undertake as of March 31, 2010, we may undertake other investing and/or financing activities in the future. Any such investing and/or financing activities may have a material effect on our estimate of cash available for distribution. Because we have made the assumptions set forth above in estimating cash available for distribution, we do not intend this estimate to be a projection or forecast of our actual results of operations or our liquidity, and have estimated cash available for distribution for the sole purpose of determining our initial annual rate of distribution amount. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or our ability to pay dividends or make distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for determining future distributions.

We intend to maintain our initial distribution rate for the twelve-month period following completion of this offering unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. Distributions declared by us will be authorized by our board of directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law and the capital requirements of our company. We believe our estimate of cash available for distribution constitutes a reasonable basis for setting the initial distribution; however, no assurance can be given that the estimate will prove accurate, and actual distributions may therefore be significantly different from the expected distributions. We do not intend to reduce the expected distribution per share if the underwriters exercise their option to purchase up to 4,687,500 additional shares solely to cover over-allotments.

We anticipate that, at least initially, our distributions will exceed our then current and then accumulated earnings and profits as determined for U.S. federal income tax purposes due to the write-off of prepayment fees paid with offering proceeds and non-cash expenses, primarily depreciation and amortization charges that we expect to incur. Therefore, all or a portion of these distributions may represent a return of capital for federal income tax purposes. Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a taxable U.S. stockholder under current federal income tax law to the extent those distributions do not exceed the stockholder’s adjusted tax basis in his or her common stock, but rather will reduce the adjusted basis of the common stock. Therefore, the gain (or loss) recognized on the sale of that common stock or upon our liquidation will be increased (or decreased) accordingly. To the extent those

47

distributions exceed a taxable U.S. stockholder’s adjusted tax basis in his or her common stock, they generally will be treated as a capital gain realized from the taxable disposition of those shares. The percentage of our stockholder distributions that exceeds our current and accumulated earnings and profits may vary substantially from year to year. For a more complete discussion of the tax treatment of distributions to holders of our common stock, see “U.S. Federal Income Tax Considerations.”

We cannot assure you that our estimated distributions will be made or sustained. Any distributions we pay in the future will depend upon our actual results of operations, economic conditions and other factors that could differ materially from our current expectations. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, see “Risk Factors.” We may be required to fund distributions from working capital or borrow to provide funds for such distribution or we may make a portion of the required distributions in the form of a taxable stock dividend. However, we have no intention to use the net proceeds from this offering to make distributions nor do we intend to make distributions using shares of our common stock.

Federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income including capital gains. For more information, see “U.S. Federal Income Tax Considerations.” We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet these distribution requirements and we may need to borrow funds to make some distributions.

The following table describes our pro forma net income (loss) available to our equity owners for the twelve months ended December 31, 2009, and the adjustments we have made thereto in order to estimate our initial cash available for distribution for the twelve months ending March 31, 2011 (amounts in thousands except share data, per share data, square footage data and percentages):

Pro forma net loss before non-controlling interests for the twelve months ended December 31, 2009	$	(11,214	)
Less: Pro forma net income before non-controlling interests for the three months ended March 31, 2009		(130	)
Add: Pro forma net income (loss) before non-controlling interests for the three months ended March 31, 2010		(27	)
Pro forma net loss before non-controlling interests for the twelve months ended March 31, 2010	$	(11,371	)
Add: Pro forma real estate depreciation and amortization		48,642
Add: Net increases in contractual rent income(1)		10,337
Less: Net decreases in contractual rent income due to lease expirations, assuming no renewals(2)		(6,186	)
Less: Net effects of straight-line rent adjustments to tenant leases(3)		(1,870	)
Less: Net effects of above- and below-market rent adjustments(4)		(2,613	)
Add: Non-cash compensation expense(5)		2,041
Add: Non-cash interest expense(6)		3,356
Add: Non-cash charge on write-off of deferred finance charges		4,255
Add: Prepayment penalties on indebtedness being prepaid / defeased in connection with this offering		8,029
Estimated cash flow from operating activities for the twelve months ending March 31, 2011	$	54,620
Less: Estimated provision for tenant improvement and leasing commission costs(7)		(6,958	)
Less: Estimated provision for large-scale tenant specific project costs(8)		(4,470	)
Less: Estimated annual provision for recurring capital expenditures(9)		(1,352	)
Total estimated cash flows used in investing activities	$	(12,780	)
Estimated cash flow used in financing activities
Less: Scheduled mortgage loan principal repayments(10)		(7,068	)
Estimated cash flow used in financing activities for the twelve months ended March 31, 2011	$	(7,068	)
Estimated cash available for distribution for the twelve months ending March 31, 2011	$	34,772
Less: Non-controlling interests’ (other) share of estimated cash available for distribution		(240	)
Estimated cash available for distribution for the twelve months ending March 31, 2011 available to the operating partnership	$	34,532
Our share of estimated cash available for distribution available to the operating partnership		23,552
Non-controlling interests’ share of estimated cash available for distribution available to the operating partnership		13,612
Total estimated initial annual distributions to stockholders	$	37,164
Estimated initial annual distributions per share(11)	$	0.70
Payout ratio based on our share of estimated cash available for distribution(12)		107.6	%

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(1) Represents the net increases in contractual rental income net of expenses from new leases and renewals through July 23, 2010 that were not in effect for the entire twelve-month period ended March 31, 2010 or signed through July 23, 2010 that will go into effect during the twelve months ending March 31, 2011.

(2) Assumes no lease renewals or new leases (other than month-to-month leases) for leases expiring after March 31, 2010 unless a new or renewal lease had been entered into by July 23, 2010.

(3) Represents the conversion of estimated rental revenues for the twelve months ending March 31, 2010 from a straight-line accrual basis to a cash basis of revenue recognition.

(4) Represents the elimination of non-cash adjustments for above- and below-market leases for the twelve months ended March 31, 2010.

(5) Pro forma non-cash compensation expense related to LTIP units issued to certain executives and restricted common stock issued to our independent directors for the twelve months ended March 31, 2010.

(6) Pro forma non-cash interest expense for the twelve months ended March 31, 2010 includes: (i) amortization of financing costs on the mortgage loans assumed by us in the formation transactions; (ii) amortization of the assumption fees for debt assumed in the formation transactions; and (iii) amortization of fees relating to our senior secured revolving credit facility. The credit facility will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering.

(7) Estimated provision for tenant improvement and leasing commission costs relate solely to tenant improvement and leasing commission costs incurred or expected to be incurred in the twelve months ending March 31, 2011 that we are contractually obligated to provide pursuant to leases entered into on or before July 23, 2010. During the twelve months ending March 31, 2011, we expect to have additional tenant improvement and leasing commission costs related to new leases that are entered into after July 23, 2010. Generally, we do not incur tenant improvement or leasing commission costs upon lease renewals of existing tenants.

(8) Estimated provision for large-scale tenant specific project costs relate solely to large-scale tenant specific project costs incurred or expected to be incurred in the twelve months ending March 31, 2011 that we are contractually obligated to provide pursuant to leases entered into on or before July 23, 2010. Large-scale tenant specific project costs involve the partial or total demolition of existing retail space and the completion of new tenant installations at properties in redevelopment, as well as the construction of newly created GLA, typically for national tenants on long-term leases. These projects typically take longer to complete and require greater capital investment than the installation of a new tenant into an existing vacant space. During the twelve months ending March 31, 2011, we may have additional large-scale tenant specific project costs related to new leases that are entered into after July 23, 2010. Generally, we do not incur large-scale tenant specific project costs upon lease renewals of existing tenants.

(9) Reflects estimated provision for capital expenditures (excluding tenant improvement and leasing commission costs and large-scale tenant specific project costs) for the twelve months ending March 31, 2011, based on the weighted average recurring annual capital expenditures (excluding tenant improvement and leasing commission costs and large-scale tenant specific project costs) incurred during the years ended December 31, 2007, 2008, 2009 and the three months ended March 31, 2010, multiplied by the number of net rentable square feet in our portfolio. The following table sets forth certain information regarding historical recurring capital expenditures at the properties in our portfolio through March 31, 2010.

	Year Ended December 31,						Three Months Ended March 31, 2010		Weighted Average 2007 - March 31, 2010
	2007		2008		2009
Recurring capital expenditures (excluding tenant improvement and leasing commission costs and large-scale tenant specific project costs) per square foot*	$	0.09	$	0.09	$	0.15	$	0.02	$	0.10
Total rentable square feet		13,128,889		13,341,212		13,433,819		13,438,151		13,438,151
Total estimated recurring capital expenditures	$	1,182,306	$	1,134,849	$	1,986,721	$	76,033	$	1,351,716

       *  Recurring capital expenditures per square foot for the three months ended March 31, 2010 are annualized.

(10) Represents scheduled payments of mortgage loan principal due during the twelve months ending March 31, 2011.

(11) Based on a total of 33,645,310 shares of our common stock and 19,445,284 operating partnership units (including LTIP units) to be outstanding after this offering. Shares of our common stock will consist of 31,250,000 shares to be sold in this offering, assuming no exercise of the underwriters’ overallotment option, 2,375,000 shares of common stock to be issued in the formation transactions and 20,310 shares of restricted common stock to be issued upon completion of this offering to our independent directors. Units of our operating partnership will consist of 18,713,015 operating partnership units issued to the equity holders of our predecessor (including 4,191,298 operating partnership units owned by our senior management team and directors) and 732,269 LTIP units to be granted to our executive officers upon completion of this offering.

(12) Calculated as estimated initial annual distribution per share divided by our share of estimated cash available for distribution per share for the twelve months ending March 31, 2011.

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CAPITALIZATION

The following table sets forth (i) the historical combined capitalization of our predecessor as of March 31, 2010, (ii) our unaudited pro forma capitalization as of March 31, 2010, adjusted to give effect to the formation transactions but before this offering, and (iii) our unaudited pro forma capitalization as of March 31, 2010, adjusted to give effect to the formation transactions, this offering and use of the net proceeds from this offering as set forth in “Use of Proceeds.” You should read this table in conjunction with “Use of Proceeds,” “Selected Historical Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and our unaudited pro forma condensed consolidated financial statements and related notes and the combined financial statements and related notes of our predecessor appearing elsewhere in this prospectus.

	As of March 31, 2010
	Predecessor Historical Combined			Pro Forma Consolidated Before this Offering			Pro Forma Consolidated
	(unaudited)			(unaudited)			(unaudited)
	(in thousands, except share and share amounts)
Debt:
Mortgages and other secured loans	$	1,128,029		$	1,120,720		$	685,054
Stockholders’ equity (deficit):
Preferred stock, $.01 par value per share, 50,000,000 shares authorized, none issued or outstanding		—			—			—
Common stock, $.01 par value per share, 450,000,000     shares authorized, 0,1 and 33,645,310 shares issued and     outstanding on a historical, pro forma consolidated before     this offering and pro forma consolidated basis, respectively(1)		1			1			336
Additional paid in capital		—			—			267,169
Owners’ equity (deficit)		(11,314	)		(28,336	)		—
Non-controlling interests in our operating partnership		583			2,912			151,694
Total equity (deficit)		(10,731	)		(25,423	)		419,199
Total capitalization	$	1,117,299		$	1,095,297		$	1,104,253

(1) The common stock outstanding as shown includes common stock to be issued in this offering and the formation transactions and 20,310 shares of restricted stock granted to our independent directors and excludes (i) shares issuable upon exercise of the underwriters’ option to purchase up to 4,687,500 additional shares of our common stock solely to cover over-allotments, (ii) 4,481,223 additional shares available for future issuance under our 2010 equity incentive plan, (iii) 732,269 shares reserved for issuance with respect to LTIP units granted to our executive officers and (iv) 18,713,015 shares reserved for issuance with respect to operating partnership units expected to be issued in connection with the formation transactions. The operating partnership units may, subject to limits in the operating partnership agreement, be exchanged for cash or, at our option, shares of our common stock on a one-for-one basis generally commencing one year after the completion of this offering.

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DILUTION

Purchasers of shares of our common stock offered by this prospectus will experience an immediate and material dilution of the net tangible book value of their common stock from the initial public offering price. At March 31, 2010, our predecessor had a combined net tangible book value of approximately $(9.1) million, or $(0.43) per share of our common stock held by continuing investors, assuming the exchange of operating partnership units into shares of our common stock on a one-for-one basis. After giving effect to the sale of the shares of our common stock offered hereby, the deduction of underwriting discounts and commissions and estimated offering and formation transaction expenses, the receipt by us of the net proceeds from this offering and the use of these funds as described under “Use of Proceeds,” the pro forma net tangible book value at March 31, 2010 attributable to the common stockholders on a fully diluted basis (excluding LTIP units and the 20,310 shares of restricted common stock to be issued to our independent directors on the consummation of this offering) would have been approximately $420.8 million, or $8.05 per share of our common stock assuming an initial public offering price of $16.00 per share, which is the mid-point of the range of prices set forth on the front cover of this prospectus. This amount represents an immediate increase in net tangible book value of $8.56 per share to continuing investors and an immediate dilution in pro forma net tangible book value of $7.95 per share from the public offering price of $16.00 per share of our common stock to new public investors. The following table illustrates this per share dilution:

Assumed initial public offering price per share							$	16.00
Net tangible book value per share before this offering and the formation transactions(1)				$	(0.17	)
(Decrease) in pro forma net tangible book value per share attributable to the formation transactions, but before this offering (2)	$	(0.34	)
Increase in pro forma net tangible book value per share attributable to this offering(3)	$	8.56
Net increase in pro forma net tangible book value per share attributable to this offering and the formation transactions					8.22
Pro forma net tangible book value per share after this offering and the formation transactions(4)								8.05
Dilution in pro forma net tangible book value per share to new investors(5)							$	7.95

(1) Net tangible book value per share of our common stock before this offering and the formation transactions is determined by dividing net tangible book value based on March 31, 2010 net book value of the tangible assets (consisting of our total assets less our intangible lease assets net of liabilities to be assumed, excluding our intangible lease liabilities) of our predecessor by the number of shares of our common stock held by continuing investors after this offering, assuming the exchange in full of the operating partnership units to be issued to the continuing investors for shares of our common stock on a one-for-one basis but excluding restricted shares of our common stock and LTIP units to be issued to our independent directors and executive officers, respectively, upon consummation of this offering.

(2) Decrease in net tangible book value per share of our common stock attributable to the formation transactions, but before this offering, is determined by dividing the difference between the March 31, 2010 pro forma net tangible book value, excluding net offering proceeds, and the March 31, 2010 net tangible book value of our predecessor by the number of shares of our common stock held by continuing investors after this offering, assuming the exchange in full of the operating partnership units to be issued to the continuing investors for shares of our common stock on a one-for-one basis but excluding restricted shares of our common stock and LTIP units to be issued to our independent directors and executive officers, respectively, upon consummation of this offering.

(3) This amount is calculated after deducting underwriting discounts and commissions and estimated offering and formation transaction expenses.

(4) Based on pro forma net tangible book value of approximately $420.8 million divided by the sum of 52,338,015 shares of our common stock to be outstanding upon completion of this offering on a fully diluted basis (excluding LTIP units and the 20,310 shares of restricted common stock to be issued to our independent directors on the consummation of this offering). There is no further impact on book value dilution attributable to the exchange of operating partnership units to be issued to the continuing investors in the formation transactions due to the effect of non-controlling interest.

(5) Dilution is determined by subtracting pro forma net tangible book value per share of our common stock after giving effect to this offering and the formation transactions from the initial public offering price paid by a new investor for a share of our common stock.

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The following table sets forth, on a pro forma basis, after giving effect to this offering and the formation transactions: (i) the number of operating partnership units issued to the continuing investors in connection with the formation transactions, the number of shares of our common stock issued to Mr. Adam Ifshin in connection with the formation transactions, the number of shares of restricted stock and the number of LTIP units, each to be issued in connection with this offering, and the number of shares of our common stock to be sold by us in this offering; and (ii) the net tangible book value as of March 31, 2010 of our total assets following the formation transactions, which reflects the effect of the formation transactions, but not the effects of this offering and the cash from new investors before deducting underwriting discounts and commissions and other estimated expenses of this offering and the formation transactions; and (iii) the net tangible book value of the average contribution per share/unit based on our total assets following the formation transactions. See “Risk Factors—Risks Related to This Offering—Differences between the book value of the assets we will own following the formation transactions and the price paid for our common stock will result in an immediate and material dilution of the book value of our common stock that investors will own upon completion of this offering and the formation transactions.”

	Shares/Operating Partnership Units Issued			Cash/Book Value of Assets Acquired(1)
	Number	Percent		Amount			Percent
Operating partnership units / common stock issued in connection with the formation transactions	21,088,015	39.7	%(1)	$	(26,987	)(2)	(6.4	)%
LTIP units / restricted common stock issued to directors and executive officers in connection with this offering	752,579	1.4			—		—
New investors in this offering	31,250,000	58.9			447,835		106.4
Total	53,090,594	100	%	$	420,848		100.0	%

(1) Based on the March 31, 2010 pro forma net tangible book value of our total assets following the formation transactions (consisting of our total assets less our intangible lease assets, net of liabilities to be assumed, excluding our intangible lease liabilities).

(2) Represents pro forma net tangible book value as of March 31, 2010 of total assets following the formation transactions, giving effect to the formation transactions, but not to the effects of this offering (in thousands):

Pro forma total assets	$	1,172,003
Less: pro forma intangible assets		(43,671	)
Pro forma tangible assets	$	1,128,332
Less: pro forma total liabilities		(752,804	)
Plus: pro forma intangible lease liabilities		45,320
Pro forma net tangible assets	$	420,848
Less: proceeds from this offering net of costs associated with this offering		(447,835	)
Pro forma net tangible assets after the effects of the formation, but before the effects of this offering	$	(26,987	)

This table assumes no exercise by the underwriters of their option to purchase up to 4,687,500 additional shares of our common stock solely to cover over-allotments and excludes shares available for future issuance under our 2010 equity incentive plan. Further dilution to new investors will result if these excluded shares of common stock are issued by us in the future.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table sets forth selected financial and operating data on (i) a pro forma basis for our company giving effect to this offering and the formation transactions and the use of proceeds thereof and the other adjustments described in the unaudited pro forma financial information beginning on page F-2 and (ii) a combined historical basis for our predecessor beginning on page F-15. We have not presented historical information for DLC Realty Trust, Inc. because we have not had any corporate activity since our formation other than the issuance of shares of common stock in connection with the initial capitalization of our company and because we believe a discussion of the results of our company would not be meaningful.

Our predecessor’s combined historical financial information includes:

• our management company, including its asset and property management, leasing and real estate redevelopment operations;

• the commercial real estate brokerage operations of Delphi; and

• the real estate operations for the existing entities.

You should read the following summary selected financial data in conjunction with our combined historical and unaudited pro forma condensed consolidated financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The selected historical combined balance sheet information as of December 31, 2009 and 2008 of our predecessor and selected combined statements of operations information for the years ended December 31, 2009, 2008 and 2007 of our predecessor have been derived from the audited historical combined financial statements of our predecessor. Ernst & Young LLP, our independent auditors whose report with respect thereto is included elsewhere in this prospectus with the combined balance sheets as of December 31, 2009 and 2008 and the related combined statements of operations and cash flows for the years ended December 31, 2009, 2008 and 2007, and the related notes thereto. The historical combined balance sheet information as of March 31, 2010 and combined statements of operations for the three months ended March 31, 2010 and 2009 have been derived from the unaudited combined financial statements of our predecessor. The selected historical combined balance sheet information as of December 31, 2007, 2006 and 2005 and selected combined statements of operations information for the years ended December 31, 2006 and December 31, 2005 have been derived from the combined financial statements of our predecessor. Our results of operations for the interim period ended March 31, 2010 are not necessarily indicative of the results that will be obtained for the full fiscal year.

Our unaudited summary selected pro forma condensed consolidated financial statements and operating information as of and for the three months ended March 31, 2010 and for the year ended December 31, 2009 assumes completion of this offering, the formation transactions, the repayment of certain indebtedness and the other adjustments described in the unaudited pro forma financial information beginning on page F-2 as of January 1, 2009 for the operating data and as of the stated date for the balance sheet data.

Our unaudited pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

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DLC Realty Trust, Inc.

Selected Financial Data

(in thousands except for number of properties, share, operating partnership unit and per share data)

	Three Months Ended March 31,									Year Ended December 31,
	Pro Forma Consolidated			Historical Combined						Pro Forma Consolidated			Historical Combined
	2010			2010			2009			2009			2009			2008			2007			2006			2005
	(unaudited)			(unaudited)			(unaudited)			(unaudited)												(unaudited)			(unaudited)
Statement of Operations Data:
Rents	$	31,271		$	31,396		$	30,297		$	123,128		$	123,849		$	124,741		$	101,776		$	72,405		$	61,222
Expense recoveries		9,323			9,359			10,022			34,746			34,913			35,350			28,848			20,004			16,049
Percentage rents		308			308			371			857			857			899			935			713			566
Management and other property fees		676			676			633			2,643			2,643			2,720			2,457			1,523			1,098
Other		301			301			275			873			873			1,068			1,049			949			629
Total revenues	$	41,879		$	42,040		$	41,598		$	162,247		$	163,135		$	164,778		$	135,065		$	95,594		$	79,564
Operating, maintenance and management		7,345			7,345			8,241			27,064			27,072			28,034			20,729			14,754			12,404
Real estate and other taxes		5,916			5,952			5,819			22,695			22,862			21,999			17,826			12,547			9,480
General and administrative		5,941			4,834			3,371			17,925			16,720			13,817			16,503			11,651			8,841
Incentive fees(1)		—			319			656			—			2,933			3,127			4,263			3,071			4,268
Depreciation and amortization		11,872			11,894			12,299			49,047			49,136			51,858			38,889			29,651			22,250
Total expenses	$	31,074		$	30,344		$	30,386		$	116,731		$	118,723		$	118,835		$	98,210		$	71,674		$	57,243
Operating income	$	10,805		$	11,696		$	11,212		$	45,516		$	44,412		$	45,943		$	36,855		$	23,920		$	22,321
Interest expense, including amortization of deferred financing costs(2)		(10,876	)		(16,100	)		(16,021	)		(56,912	)		(64,616	)		(65,606	)		(56,444	)		(36,263	)		(30,455	)
Unrealized gain (loss) on valuation of derivatives		—			939			(223	)		—			2,217			(4,700	)		(510	)		—			—
Interest income		44			44			46			182			182			461			1,125			630			211
Gain on sale of land parcel		—			—			—			—			—			6,463			—			—			—
Income (loss) from continuing operations	$	(27	)	$	(3,421	)		(4,986	)	$	(11,214	)	$	(17,805	)	$	(17,439	)	$	(18,974	)	$	(11,713	)	$	(7,923	)
Income (loss) from discontinued operations		—			—			—			—			—			—			604			185			181
Gain on sale of discontinued operations		—			—			—			—			—			—			52,186			8,600			—
Net income (loss)	$	(27	)	$	(3,421	)	$	(4,986	)	$	(11,214	)	$	(17,805	)	$	(17,439	)	$	33,816		$	(2,928	)	$	(7,742	)
Less, net (income) loss attributable to non-controlling interests		91			(30	)		(62	)		4,334			(249	)		(263	)		(240	)		(255	)		(250	)
Net income (loss) attributable to equity owners		64			(3,451	)		(5,048	)		(6,880	)		(18,054	)		(17,702	)		33,576			(3,183	)		(7,992	)
Pro forma basic and diluted earnings (loss) per share(3)(4)	$	0.00								$	(0.21)
Pro forma weighted average common shares outstanding—basic and diluted		33,645,310									33,645,310
Pro forma weighted average operating partnership units outstanding—basic and diluted		19,445,284									19,445,284
Total weighted average common shares (basic and diluted) and operating partnership units outstanding		53,090,594									53,090,594

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	As of March 31,					As of December 31,
	Pro Forma Consolidated		Historical Combined			Historical Combined
	2010		2010			2009			2008		2007		2006		2005
	(unaudited)		(unaudited)								(unaudited)		(unaudited)		(unaudited)
Selected Balance Sheet Data:
Investments in real estate after accumulated depreciation and amortization	$	1,071,083	$	1,073,134		$	1,081,124		$	1,100,556	$	1,109,840	$	808,731	$	564,826
Total assets		1,172,003		1,192,078			1,204,382			1,235,990		1,253,048		973,715		639,352
Mortgage loans payable		680,054		1,120,497			1,120,978			1,104,445		1,082,714		795,182		584,559
Total liabilities		752,804		1,202,809			1,205,130			1,195,645		1,164,058		902,011		593,030
Common stock and additional paid in capital		267,505		—			—			—		—		—		—
Owners’ equity (deficit)		—		(11,314	)		(1,361	)		39,741		86,078		68,792		43,410
Non-controlling interest		151,694		583			613			604		2,912		2,912		2,912
Total equity (deficit)	$	419,199	$	(10,731	)	$	(748	)	$	40,345	$	88,990	$	71,704	$	46,322
Total liabilities and equity (deficit)	$	1,172,003	$	1,192,078		$	1,204,382		$	1,235,990	$	1,253,048	$	973,715	$	639,352

	Three Months Ended March 31,						Year Ended December 31,
	Pro Forma Consolidated		Historical Combined				Pro Forma Consolidated		Historical Combined
	2010		2010		2009		2009		2009			2008			2007			2006	2005
	(unaudited)		(unaudited)		(unaudited)		(unaudited)											(unaudited)	(unaudited)
Other Data:
Number of properties		86		86		86		86		86			86			85		58	43
Total GLA(5) (in thousands)		13,438		13,438		13,434		13,434		13,434			13,341			13,129		10,267	6,894
Property net operating income (NOI)(6)	$	27,641	$	27,766	$	26,630	$	108,972	$	109,685		$	110,957		$	93,004
Funds from operations(7)	$	11,785	$	8,432	$	7,235	$	37,593	$	31,037		$	34,111		$	20,234
Cash flows from:
Operating activities			$	5,527	$	7,059			$	28,305		$	29,089		$	27,704
Investing activities			$	(3,446)	$	(4,580)			$	(20,600	)	$	(6,313	)	$	(15,636	)
Financing activities			$	(6,018)	$	(3,636)			$	(9,108	)	$	(27,655	)	$	(4,782	)

(1) Incentive fees paid to general partners and/or managing members of the existing entities represents fees paid upon achievement of certain financial hurdle rates. Such fees will no longer be paid after completion of this offering and the formation transactions.

(2) Includes defeasements and prepayments of indebtedness of $8.0 million for the pro forma consolidated period for the year ended December 31, 2009.

(3) Pro forma basic earnings per share equals pro forma net income (loss) divided by the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions.

(4) Pro forma diluted earnings per share equals pro forma net income (loss) divided by the sum of the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions, plus an amount computed using the treasury stock method with respect to such shares of our restricted stock owned and LTIP units, which do not qualify as participating securities.

(5) GLA represents all square footage owned.

(6) For a definition and reconciliation of property net operating income, or NOI, and a statement disclosing the reasons why our management believes that presentation of NOI provides useful information to investors and, to the extent material, any additional purposes for which our management uses NOI, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Operating Income.”

(7) For a definition and reconciliation of funds from operations, or FFO, and a statement disclosing the reasons why our management believes that presentation of FFO provides useful information to investors and, to the extent material, any additional purposes for which our management uses FFO, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funds from Operations.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the risks described in “Risk Factors” and elsewhere in this prospectus. Our results of operations and financial condition, as reflected in the accompanying combined financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, retailer performance, changing capital market conditions and other factors that could affect the ongoing viability of our tenants. You should read the following discussion with “Forward-Looking Statements” and the combined financial statements and related notes included elsewhere in this prospectus.

Upon completion of this offering and the formation transactions, the historical operations of our predecessor and the properties that have been operated through our predecessor, will be combined with the company, the operating partnership and/or their subsidiaries. The following discussion and analysis should be read in conjunction with “Selected Historical Financial and Operating Data,” our combined financial statements as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007 and the notes related thereto, our unaudited combined financial statements as of March 31, 2010 and for the three months ended March 31, 2010 and 2009 and our unaudited condensed consolidated pro forma financial information appearing elsewhere in this prospectus. Since our formation, we have not had any corporate activity. Accordingly, we believe a discussion of our results of operations would not be meaningful, and this Management’s Discussion and Analysis of Financial Condition and Results of Operations therefore only discusses the historical operations of our predecessor and the unaudited pro forma results of our company.

Unless the context otherwise requires or indicates, references in this section to “we,” “our” and “us” refer to (i) the company and its consolidated subsidiaries (including the operating partnership) after giving effect to this offering and the formation transactions and (ii) our predecessor, which is comprised of (a) our management company, (b) Delphi and (c) the existing entities, before giving effect to this offering and the formation transactions.

Overview

We were formed to continue the business of our predecessor, including our management company, which is a nationally recognized real estate operator and redeveloper that was established in 1991 by Adam Ifshin, our Chairman, Chief Executive Officer and President, and Stephen Ifshin, our Vice Chairman. We are a vertically integrated, self-administered and self-managed real estate investment trust, or REIT, that acquires, manages, leases, repositions and redevelops grocery and value-retail anchored shopping centers primarily in the Southeast, Northeast, Midwest and Mid-Atlantic United States. We are “vertically integrated” in that we are able to provide a full spectrum of real estate services, including asset and property management, leasing, construction and financing to support our existing portfolio.

Our primary business objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value through stable dividends and stock appreciation. We seek to accomplish these objectives by improving the overall performance and positioning of our assets by utilizing our strong tenant relationships and leasing expertise to increase occupancy and rental rates and our hands-on asset and property management experience to reduce property operating expenses. We target acquisitions that offer what we believe to be accretive returns, and significant upside through one or more of the following: vacant space for immediate lease-up, below-market rents in the existing tenancy, expansion opportunities, reducible cost structures, economies of scale and/or repositioning or redevelopment opportunities. We believe our focus differentiates us from many of our competitors, who frequently target core, stabilized properties. We also seek to acquire assets in opportunistic off-market transactions through our extensive relationships across the real estate and retail industries and through opportunities arising from our third-party asset management business. We do not intend to engage in any ground-up development activity.

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We are a Maryland corporation that was formed on March 8, 2010. We conduct all of our business activities through our operating partnership, of which we are the sole general partner and expect to hold a 63.4% ownership interest upon completion of this offering. We intend to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2010.

Our Shopping Center Portfolio

As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of gross leasable area, or GLA, located in 24 states. The shopping centers in our portfolio typically are tenanted by retailers that focus on value and necessity items and services, with approximately 66% of our annualized base rent derived from grocery-anchored shopping centers. We believe such retail shopping centers generate reliable customer traffic, which will provide us with more consistent property cash flows to support our ability to make distributions to our stockholders through all economic cycles.

The following tables summarize general information related to our shopping center portfolio:

	As of March  31, 2010			As of December 31,
				2009			2008			2007
Number of properties		86			86			86			85
Total GLA(1) (in thousands)		13,438			13,434			13,341			13,129
Percentage leased(2)		88.3	%		88.1	%		89.7	%		90.4	%
Annualized base rent per square foot(2)(3 )	$	10.22		$	10.26		$	10.12		$	9.92
	Three Months Ended March 31, 2010			Year Ended December 31,
				2009			2008			2007
New leasing activity(4):
Number of leases signed		24			93			90			71
GLA leased(1)		177,609			359,599			351,996			310,738
Average base rent per square foot(5 )	$	9.58		$	11.06		$	13.33		$	12.01
Renewal leasing activity(6)(7):
Renewal percentage on existing leases		82.4	%		76.2	%		78.6	%		76.4	%
Number of renewals signed		44			167			158			116
GLA renewed(1)		255,307			935,721			630,343			568,986
Average base rent per square foot(5 )	$	8.73		$	11.05		$	11.14		$	11.11

(1) GLA represents all square footage owned.

(2) Includes leases signed but not commenced as of March 31, 2010 or December 31, as applicable, for the respective period.

(3) Annualized Base Rent represents annualized monthly base rent under leases signed as of the specified date excluding tenant reimbursements and Annualized Base Rent attributable to ground leases (approximately $2.0 million as of March 31, 2010). Our leases generally do not provide for abatements or free rent discounts.

(4) Does not include retained tenants that have relocated or expanded into new space within our portfolio.

(5) Based upon GLA of signed leases for the period presented.

(6) Includes retained tenants that have relocated or expanded into new space within our portfolio.

(7) Lease renewals are shown in the period the prior term expires.

Our portfolio is balanced and diversified across our primary markets and by tenant concentration. Our portfolio is generally located in established markets in or near metropolitan areas, as well as selected smaller markets with stable employers such as state capitals and university towns. Our four largest tenants represent four of the five largest grocery store chains in the United States as of March 31, 2010. No single tenant represents more than 5.0% of our annualized base rent and our top ten tenants represent less than 30% of our annualized base rent. The average remaining lease term for our five largest tenants was approximately 6.9 years as of March 31, 2010. We believe the diversity of our portfolio will enable us to generate predictable cash flows over time.

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Factors That May Influence Results of Operations

We derive revenues primarily from rents and reimbursement payments received from tenants under existing leases at each of our properties. “Reimbursement payments” consist of payments made by tenants to us under contractual lease obligations to reimburse a portion of the property operating expenses and real estate taxes incurred at each property. As such, they do not represent profits. Our ability to maintain occupancy rates of leased space and our ability to lease available space and space available from early lease terminations are the primary factors that will determine our future net rental income. The amount of rental income we generate will also depend on our ability to maintain or increase the rental rates of our properties. Growth in rental income will also depend on our ability to acquire properties that meet our investment criteria. We also, to a lesser extent, derive revenues from providing management, leasing and other services. For the three months ended March 31, 2010 and the year ended December 31, 2009, respectively, rents represented approximately 74.7% and 75.9% of total revenues, reimbursement payments represented approximately 22.3% and 21.4% of total revenues, percentage rents (or the specified percentage of a tenant’s sales made at the rented premises that the tenant is obligated to pay its landlord, in addition to any fixed rental payments) represented approximately 0.7% and 0.5% of total revenues, and management, leasing and other services represented approximately 2.3% and 2.2% of total revenues, respectively.

The economic condition of our tenants may also deteriorate, which could negatively impact their ability to fulfill their lease commitments and in turn adversely affect our ability to maintain or increase the occupancy level and/or rental rates of our properties. The recent economic downturn has resulted in many companies shifting to a more cautionary mode with respect to leasing. Many potential tenants are looking to consolidate, reduce overhead and preserve operating capital and many are also deferring strategic decisions, including entering into new, long-term leases at properties.

Our focus on grocery and value-retail anchored shopping centers drives consumer visitation to our shopping centers through all economic cycles. As a result of a national decline in retail sales, we observed an increase in store closings in 2009. At December 31, 2009, our portfolio was 88.1% leased. Despite the economic downturn, we were able to grow annualized base rent per square foot by 1.4% in 2009 to $10.26 per square foot at December 31, 2009. A future increase in the unemployment rate or a prolonged economic downturn could further weaken retail sales and reduce our rental rates and occupancy levels due to weakness in tenant demand.

Growth in retail sales, our tenants’ access to capital and the quality of our shopping centers drive leasing demand for vacant space. During 2009, we signed 359,599 square feet of new leases, an increase of 2.1% over 2008 and 15.7% over 2007. We are seeing an improvement in leasing and tenant demand since December 31, 2009 and signed an incremental 177,609 square feet of new leases and executed renewals for 255,307 square feet of GLA in the three months ended March 31, 2010. In addition, we executed new leases and lease renewals in the three months ended June 30, 2010 and the period from July 1, 2010 through July 23, 2010 and accepted non-binding letters of intent for new leases and lease renewals that remained outstanding as of July 23, 2010 as follows:

	April 1 – June 30, 2010				July 1 – July 23, 2010
	No. of Leases	Total GLA	Average Base Rent per  Square Foot(1)		No. of Leases	Total GLA	Average Base Rent per  Square Foot(1)(2)
New leases signed	33	169,600	$	12.94	2	6,058	$	12.49
Renewal leases signed	49	293,289		9.55	14	131,025		8.36
New lease LOIs(2)	—	—		—	10	49,647		12.44
Renewal lease LOIs(2)	—	—		—	9	41,663		13.34

(1) Based upon GLA of signed leases for the period presented.

(2) LOIs represent accepted non-binding letters of intent with prospective tenants with which we have entered into lease negotiations. All letters of intent outstanding as of July 23, 2010 are presented in the period from July 1, 2010 through July 23, 2010 regardless of when they were accepted.

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Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average base rent, tenant improvement and leasing commission costs for that period. As a result, we believe it is more appropriate when analyzing trends in average base rent, tenant improvement and leasing commission costs to review activity over multiple quarters or years. For example, we believe that average base rent per square foot for new leases and lease renewals during the three months ended March 31, 2010 is not representative of what we believe future operating results will be due to the impact of two new leases totaling 78,944 square feet, which comprised 44.4% of the total GLA leased in the period, at a lower annualized base rent per square foot due to the fact that the tenants took the space on an “as-is” basis and agreed to fund significant tenant improvement expenses. Similarly, average base rent for lease renewals for the period ended March 31, 2010 was impacted by one large lease renewal totaling 33,170 square feet where the tenant exercised a contractual right to renew at a much lower average base rent per square foot than our portfolio average. In addition, we believe that tenant improvement and leasing commission costs (whether on a total or per square foot basis) for the three months ended March 31, 2010 is not representative of what we believe future operating results will be due to the impact of three new leases comprising a total of 35,050 square feet, which comprised 19.7% of the total new GLA and accounted for 41.8% of the total tenant improvement costs incurred in the period. Tenant improvement costs for these three leases include expenditures for general improvements (such as slab repair or asbestos abatement) occurring concurrently with, but that are not directly related to, the cost of installing the new tenant. Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix between national, regional and local tenants from quarter to quarter.

As of March 31, 2010, leases representing 8.1% and 12.0% of the square footage of the properties in our portfolio will expire in 2010 and 2011, respectively. Above-market rental rates at some of the properties in our portfolio may force us to renew some expiring leases or re-lease properties at lower rates. We cannot assure you expiring leases will be renewed or that our properties will be re-leased at base rental rates equal to or above the current average base rental rates. If the rental rates of our properties decrease, our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected. In addition, as tenant leases at properties expire and are not renewed, we would likely have to bear additional costs of re-leasing available space, including payment of leasing commissions. We may also have to accept terms of renewal or re-leasing that are less favorable to us than the current lease terms, including reduced rental rates and the costs of renovations and build-to-suit remodeling that may have been borne by the tenant under more favorable leasing conditions.

We grow our portfolio through targeted acquisitions of existing shopping centers. During the years 2009, 2008 and 2007, we acquired 0, 1 and 28 properties, respectively. Despite a reduction in transactional activity as it relates to the acquisition and sale of real estate assets, we believe there are attractive opportunities to acquire properties in accordance with our investment objectives and strategy. We believe a recovery will materialize, and will eventually drive increases in occupancy levels and rental rates at our properties, reduce pressure to grant concessions to tenants and increase cash flow from our properties. Acquisition opportunities will be stringently evaluated to meet our investment objectives. Any growth in revenues or cash flow from these opportunities will be contingent upon our ability to source and finance suitable acquisitions. Generally, our acquisitions will be financed through our senior secured revolving credit facility, issuance and assumption of mortgage debt and follow-on equity financings.

We continually evaluate our debt maturities, and, based on management’s current assessment, believe we have viable financing and refinancing alternatives that will not materially adversely impact our expected financial results. Upon completion of this offering, we will have no debt maturities in 2010 and 2011. Moreover, we continue to assess conditions in 2010 and beyond to ensure we will be prepared if the current debt market dislocation continues.

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Our operating expenses will generally consist of utilities, property and ad valorem taxes, insurance and other property maintenance costs. Factors that may adversely affect our ability to control these operating costs include: increases in insurance premiums, tax rates, the cost of periodic repair, renovation costs and the cost of re-leasing space, the cost of compliance with governmental regulation, including zoning and tax laws, the potential for liability under applicable laws and interest rate levels. Also, as a public company, our annual general and administrative expenses will be substantial due to legal, insurance, accounting and other expenses related to corporate governance, SEC reporting and other compliance matters. If our operating costs increase as a result of any of the foregoing factors, our future cash flow and results of operations may be adversely affected.

The expenses of owning and operating a property are not necessarily reduced when circumstances, such as market factors and competition, cause a reduction in income from the property. If revenues drop, we may not be able to reduce our expenses accordingly. Costs associated with real estate investments, such as real estate taxes and maintenance generally, will not be materially reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease. As a result, if revenues decrease in the future, static operating costs may adversely affect our future cash flow and results of operations. Moreover, our predecessor had net losses of approximately $3.4 million, $17.8 million and $17.4 million for the three months ended March 31, 2010 and for the years ended December 31, 2009 and 2008, respectively. Our predecessor had an accumulated deficit of $(10.7) million and $(748,000) as of March 31, 2010 and December 31, 2009, respectively. If similar economic conditions exist in the future we may experience future losses.

Critical Accounting Policies

Use of Estimates

Our discussion and analysis of the historical financial condition and results of operations of our predecessor are based upon its combined financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to exercise its judgment. Management exercises considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of assets and liabilities, recognition of revenues and expenses and disclosures of commitments and contingencies at the date of the financial statements. On an ongoing basis, management evaluates its estimates and judgments, including, but not limited to, those related to revenue recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, asset impairment and derivatives used to hedge interest-rate risks. Management bases its estimates and judgments on a variety of factors including its historical experience, knowledge of the business and industry, current and expected economic conditions, the attributes of its services and the regulatory environment. Management periodically re-evaluates its estimates and assumptions with respect to these judgments and modifies its approach when circumstances indicate that modifications are necessary. While management believes the factors evaluated provide a meaningful basis for establishing and applying sound accounting policies, management cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

Principles of Consolidation

Upon the completion of this offering, the consolidated financial statements will include the accounts of our company and certain of our subsidiaries and will be prepared in accordance with GAAP. All majority-owned subsidiaries and affiliates over which we have financial and operating control, including our operating partnership, and variable interest entities, or VIEs, in which we determine that we are the primary beneficiary will be included in the consolidated financial statements. All significant intercompany balances and transactions will be eliminated in consolidation. We do not have any unconsolidated joint ventures.

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Real Estate Investments

Real estate investments are carried at cost less accumulated depreciation. Expenditures for improvements that substantially extend the useful lives of the properties are capitalized. Expenditures for maintenance, repairs and improvements that do not substantially prolong the normal useful life of an asset are charged to expenses as incurred.

We allocate the cost of a real estate acquisition, including the assumption of liabilities, to tangible assets such as land, buildings and improvements and intangible assets and liabilities for in-place leases based on their estimated fair values. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. Above-market and below-market in-place lease values are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be received and management’s estimate of market lease rates, measured over the non-cancelable terms of the respective leases, plus any extended term for leases with below-market renewal options. Other intangible assets for in-place leases include estimates of carrying costs, such as real estate taxes, insurance, other operating expenses and lost rental revenue during the hypothetical expected lease-up periods based on the evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions, tenant improvements, legal and other related costs.

Real estate investments include costs of development and redevelopment activities, and construction in progress. Capitalized costs, including interest and other carrying costs during the construction and/or renovation periods, are included in the cost of the related asset and charged to operations through depreciation over the asset’s estimated useful life. A variety of costs are incurred in the acquisition, development and leasing of a property, such as pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. We cease capitalization on the portions substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. We consider a construction project to be substantially completed and held available for occupancy upon the completion of tenant improvements, but not later than one year from cessation of major construction activity.

The provision for depreciation is calculated using the straight-line method based upon the following estimated useful lives of the respective assets:

Buildings and improvements	12 - 45 years
Land improvements	2 - 40 years
Tenant improvements	Over the lives of respective leases

The value of above-market and below-market lease values are amortized to rental income on a straight-line basis over the remaining non-cancelable terms and any below-market renewal periods of the respective leases. The value of other in-place lease intangible assets are amortized to expense on a straight-line basis over the remaining non-cancelable terms and any below-market renewal periods of the respective leases. If a lease were to be terminated prior to its expected expiration, all unamortized amounts relating to that lease would be recognized in operations at that time.

Impairment of Long-Lived Assets

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the future undiscounted cash flows that are expected to result from the real estate investment’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value.

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Discontinued Operations

The primary assets and liabilities and the results of operations of our real estate property that have been sold or otherwise qualify as held for sale are classified as discontinued operations and segregated in the combined balance sheet and statement of operations for all periods presented. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within the next twelve months. When assets are identified as held for sale, we discontinue depreciation and amortization and estimate the sales price, net of selling costs, of such assets. If the net sales price of the assets is less than the net book value of the assets, an impairment charge is recorded. Upon the sale or other disposition of assets, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected as discontinued operations.

Rental Revenue

Management has determined that all of the leases with our various tenants are operating leases. Rental income with scheduled rent increases is recognized using the straight-line method over the respective terms of the leases commencing when the tenant takes possession of the premises. The aggregate excess of rental revenue recognized on a straight-line basis over base rents under applicable lease provisions is included in straight-line rents receivable on the combined balance sheets. Leases also generally contain provisions under which the tenants reimburse us for a portion of property operating expenses and real estate taxes incurred; such income is recognized in the periods earned. The reimbursements are recognized and presented gross, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and bear the associated credit risk. In addition, certain operating leases contain contingent rent provisions under which tenants are required to pay, as additional rent, a percentage of their sales in excess of a specified amount. We defer recognition of contingent rental income until those specified sales targets are met and notification is received from the tenant.

We have been engaged under agreements with third parties to provide management and leasing services for retail shopping centers. The fees are generally calculated as a percentage of revenues earned by the properties managed, and are recognized as revenue by us in the period when all of the following has occurred: (i) services have been rendered; (ii) fees can be reasonably determined; and (iii) collectibility is reasonably assured.

Allowance for Doubtful Accounts

We must make estimates as to the collectability of our accounts receivable related to base rent, straight-line rent, percentage rent, expense reimbursements and other revenues. When management analyzes accounts receivable and evaluates the adequacy of the allowance for doubtful accounts, it considers such things as historical bad debts, tenant creditworthiness, current economic trends and changes in tenants’ payment patterns.

Income Taxes

We intend to operate in a manner to enable us to qualify as a REIT under the Code. A REIT which distributes at least 90% of its taxable income to its stockholders each year and which meets certain other conditions is not taxed on that portion of its taxable income that is distributed to its stockholders. We intend to qualify as a REIT and to distribute substantially all of our taxable income to our stockholders. Accordingly, no provision will be made for federal income taxes. At that time we will evaluate if we may have any uncertainties in our tax positions.

During the periods presented, the entities included in the combined financial statements of our predecessor were treated as partnerships, limited liability companies or S corporations for federal and state income tax purposes and, accordingly, were not subjected to a company level tax. Our taxable income or loss is allocated to the owners. Therefore, no provision or liability for federal or state income taxes has been included in the combined financial statements.

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Derivative Financial Instruments

We utilize derivative financial instruments, principally interest rate swaps and caps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instrument activities. We have not entered into, and do not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, we have a policy of entering into derivative contracts only with major financial institutions.

We have not designated any of the derivative instruments as hedging instruments. The estimated fair value of the derivative instruments is recorded on the balance sheet. The gain or loss, resulting from the change in the estimated fair value of the derivative instruments, is recognized in operations during the period of change.

Fair Value Measurements

Beginning January 1, 2008, our predecessor adopted the updated guidance for measuring fair value for assets and liabilities that are recognized or disclosed at fair value in financial statements on a recurring basis. The updated guidance was effective for all other nonfinancial assets and liabilities on January 1, 2009. These standards did not materially affect how we determine fair value, but resulted in certain additional disclosures.

We use the following hierarchy for measuring fair value:

Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. The classifications are based on the lowest level of input that is significant to the fair value measurement.

Stock-Based Compensation

We will recognize compensation cost related to share-based award based upon their grant date fair value. The compensation cost related to share-based award will be amortized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. Since the compensation cost related to share-based awards is measured based upon grant date fair value, the expense related to these award is recognized in future periods may differ from the expense recognized if the awards were periodically remeasured at fair value.

Recently Adopted Accounting Pronouncements

On January 1, 2009, we adopted the updated accounting guidance related to business combinations, which (i) establishes the acquisition-date fair value as the measurement objective for all assets acquired, liabilities assumed and any contingent consideration, (ii) requires expensing of most transaction costs that were previously capitalized, and (iii) requires the acquirer to disclose the information needed to evaluate and understand the nature and financial effect of the business combination to investors and other users. The adoption of this guidance will only impact the accounting for acquisitions we complete after January 1, 2009.

We adopted the new authoritative guidance, which establishes accounting and reporting standards for non-controlling interests, previously called minority interests. This new guidance requires that a non-controlling interest be reported in our combined balance sheets within equity and separate from the parent company’s equity.

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Also, the new guidance requires combined net income to be reported at amounts inclusive of both the parent’s and non-controlling interest’s shares and, separately, the amounts of combined net income attributable to the parent and non-controlling interest, all on the face of the combined statements of operations. The combined financial statements reflect the retrospective application of this accounting standard adopted by us effective January 1, 2009.

On January 1, 2009, we adopted the updated accounting guidance related to disclosures about derivative instruments and hedging activities, which is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. Among other requirements, entities are required to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) the accounting treatment for derivative instruments and related hedged items, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Other than the enhanced disclosure requirements, the adoption of this guidance did not have a material effect on our combined financial statements.

On April 1, 2009, we adopted additional updated accounting guidance relating to fair value measurements and disclosures, which clarifies the guidance for fair value measurements when the volume and level of activity for the asset or liability have significantly decreased, and includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of this guidance did not have a material effect on our combined financial statements.

On April 1, 2009, we adopted the updated accounting guidance related to subsequent events, which establishes principles and requirements for evaluating, recognizing and disclosing subsequent events. The updated guidance was applied prospectively and did not have an impact on our combined financial statements.

In July 2009, the Financial Accounting Standards Board, or FASB, issued the Accounting Standards Codification, or the “Codification,” which establishes the exclusive authoritative reference for GAAP for use in financial statements. The Codification supersedes all existing non-SEC accounting and reporting standards, although SEC rules and interpretive releases remain as additional authoritative GAAP for U.S. registrants. The Codification does not change GAAP, but is intended to simplify user access by providing all the authoritative literature related to a particular topic in one place. The Codification, which became effective for financial statements issued after September 15, 2009, is reflected in our consolidated financial statements and our predecessor’s combined financial statements.

In June 2009, the FASB amended the guidance for determining whether an entity is a VIE and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE. Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. This guidance is effective for the first annual reporting period that begins after November 15, 2009, with early adoption prohibited. The adoption of this guidance, effective January 1, 2010, did not have a material effect on the Predecessor’s unaudited interim combined financial statements.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued additional disclosure requirements for fair value measurements. The guidance requires previous fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities. In addition, the guidance clarifies the requirement to disclose information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. These additional requirements became effective January 1, 2010 for quarterly and annual reporting. These amendments were adopted effective January 1, 2010 and did not have an impact on the combined financial statements as this guidance relates only to additional disclosures.

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Results of Operations

Comparison of Three Months Ended March 31, 2010 to Three Months Ended March 31, 2009 (in thousands)

The following discussion of our results of operations incorporates an analysis of properties held by us in both periods. We owned 86 properties as of March 31, 2010 and 2009, respectively. We acquired no properties during either of the three-month periods ended March 31, 2010 and 2009.

	Three Months Ended March 31,						Increase (Decrease)
	2010			2009
Total revenues	$	42,040		$	41,598		$	442
Operating, maintenance and management expenses		7,345			8,241			(896	)
Real estate and other taxes		5,952			5,819			133
General and administrative expenses		4,834			3,371			1,463
Incentive fees		319			656			(337	)
Depreciation and amortization expense		11,894			12,299			(405	)
Operating income	$	11,696		$	11,212		$	484
Non-operating income (expense)(1)		(15,117	)		(16,198	)		1,081
Net income (loss)	$	(3,421	)	$	(4,986	)	$	1,565
Less: net income attributable to non-controlling interests		(30	)		(62	)		32
Net income (loss) attributable to equity owners	$	(3,451	)	$	(5,048	)	$	1,597

(1) Non-operating income (expense) consists of interest expense (including amortization of deferred financing costs), unrealized gain (loss) on valuation of derivatives and interest income.

Total Revenues

Total revenues. Total revenues increased approximately $442, or 1.1%, to $42,040 for the quarter ended March 31, 2010 compared to $41,598 for the quarter ended March 31, 2009. The net increase was comprised of a $1,099 increase in rental income, a $663 decrease in expense recoveries and a $6 increase in management and other fees. We do not expect a significant change in revenues for the quarter ended June 30, 2010 compared to our revenues for the quarter ended March 31, 2010.

Total Expenses

Operating, maintenance and management expenses. Total operating, maintenance and management expenses decreased approximately $896, or 10.9%, to $7,345 for the quarter ended March 31, 2010 compared to $8,241 for the quarter ended March 31, 2009. The net decrease in expenses was primarily attributable to reduced bad debt expenses during 2010 (approximately $200) compared to 2009 (approximately $800). We incurred approximately $2,100 in snow removal costs for the quarter ended March 31, 2010. We expect operating, maintenance and management expenses to be lower for the quarter ended June 30, 2010 compared to the quarter ended March 31, 2010, primarily given reduced snow removal expenses.

Real estate and other taxes. Real estate taxes increased approximately $133, or 2.3%, to $5,952 for the quarter ended March 31, 2010 compared to $5,819 for the quarter ended March 31, 2009. We do not expect a significant change in real estate and other taxes for the quarter ended June 30, 2010 compared to the quarter ended March 31, 2010.

General and administrative expenses. General and administrative expenses increased approximately $1,463, or 43.4%, to $4,834 for the quarter ended March 31, 2010 compared to $3,371 for the quarter ended March 31, 2009. The primary reason for this increase is attributable to approximately $1,300 of legal and accounting fees incurred in 2010 primarily as a result of the efforts undertaken with this offering and the formation transactions. We expect to continue to have significantly increased general and administrative expenses in the second and third quarters, relating primarily to additional fees incurred as a result of such efforts.

Incentive fees. Incentive fees decreased approximately $337, or 51.4%, to $319 for the quarter ended March 31, 2010 compared to $656 for the quarter ended March 31, 2009. The net decrease was primarily due to decreased distributions to owners.

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Depreciation and amortization expense. Depreciation and amortization expense decreased approximately $405, or 3.3%, to $11,894 for the quarter ended March 31, 2010 compared to $12,299 for the quarter ended March 31, 2009. The net decrease was primarily due to decreased depreciation associated with tenant improvement allowances capitalized in prior periods that became fully depreciated during the year ended December 31, 2009.

Non-operating income (expense). Non-operating income (expense) decreased approximately $1,081, or 6.7%, to $(15,117) for the quarter ended March 31, 2010 compared to $(16,198) for the quarter ended March 31, 2009. The net decrease was primarily due to net increases in the values of interest rate swap contracts entered into by us in order to limit interest rate exposure on floating rate loans of approximately $1,162, since we did not apply hedge accounting treatment to these contracts.

Comparison of Year Ended December 31, 2009 to Year Ended December 31, 2008 (in thousands)

The following discussion of our results of operations incorporates an analysis of properties held by us in both periods. We owned 86 properties as of December 31, 2009 and 2008, respectively. We acquired one property during 2008 and none in 2009. The following table and the accompanying comments reflect adjustments to segregate the operations of this property acquired from the full year 2009 and the period that it was held during 2008. The 85 properties held for the entire periods in 2008 and 2009 are referred to herein as the same store properties.

	Year Ended December 31,						Increase (Decrease)			Acquisitions Effect(1)			Change for Same Store Properties
	2009			2008
Total revenues	$	163,135		$	164,778		$	(1,643	)	$	891		$	(2,534	)
Operating, maintenance and management expenses		27,072			28,034			(962	)		126			(1,088	)
Real estate and other taxes		22,862			21,999			863			32			831
General and administrative expenses		16,720			13,817			2,903			(23	)		2,926
Incentive fees		2,933			3,127			(194	)		4			(198	)
Depreciation and amortization expense		49,136			51,858			(2,722	)		304			(3,026	)
Operating income	$	44,412		$	45,943		$	(1,531	)	$	448		$	(1,979	)
Non-operating income (expense)(2)		(62,217	)		(63,382	)		1,165			(549	)		1,714
Net income (loss)	$	(17,805	)	$	(17,439	)	$	(366	)	$	(101	)	$	(265	)
Less: net income attributable to non-controlling interests		(249	)		(263	)		14			—			14
Net income (loss) attributable to equity owners	$	(18,054	)	$	(17,702	)	$	(352	)	$	(101	)	$	(251	)

(1) Represents the effect of one property acquired (Skytop Plaza) in 2008.

(2) Non-operating income (expense) consists of interest expense (including amortization of deferred financing costs), unrealized gain (loss) on valuation of derivatives, interest income and gain on the sale of a land parcel in 2008.

Total Revenues

Total revenues. Total revenues decreased approximately $1,643, or 1.0%, to $163,135 for the year ended December 31, 2009 compared to $164,778 for the year ended December 31, 2008. After taking into effect the increased revenue relating to the property acquisition of $891, the net decrease became $2,534, which was comprised of a $1,657 decrease in rental income, a $600 decrease in expense recoveries and a $277 decrease in management and other fees.

Total Expenses

Operating, maintenance and management expenses. Total operating, maintenance and management expenses decreased approximately $962, or 3.4%, to $27,072 for the year ended December 31, 2009 compared to $28,034 for the year ended December 31, 2008. After taking into effect the increased expenses of $126 relating to the property acquisition, the net decrease in expenses was $1,088, primarily due to cost control measures

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implemented in 2009. We incurred bad debt expenses of approximately $3,400 for the year ended December 31, 2009 compared to approximately $3,200 for the year ended December 31, 2008. We incurred approximately $2,400 in snow removal costs for the year ended December 31, 2009 compared to approximately $2,500 for the year ended December 31, 2008.

Real estate and other taxes. Real estate taxes increased approximately $863, or 3.9%, to $22,862 for the year ended December 31, 2009 compared to $21,999 for the year ended December 31, 2008. After taking into effect the increased expenses of $32 relating to the property acquisition, the net increase in expenses was $831.

General and administrative expenses. General and administrative expenses increased approximately $2,903, or 21.0%, to $16,720 for the year ended December 31, 2009 compared to $13,817 for the year ended December 31, 2008. After taking into effect the decreased expenses of $23 relating to the property acquisition, the net increase was $2,926. The primary reason for this increase was that higher legal and accounting fees were incurred in 2009 than in prior years primarily as a result of the efforts undertaken with this offering and the formation transactions.

Incentive fees. Incentive fees decreased approximately $194, or 6.2%, to $2,933 for the year ended December 31, 2009 compared to $3,127 for the year ended December 31, 2008. After taking into effect the increased expenses of $4 relating to the property acquisition, the net decrease was $198, primarily due to decreased distributions to owners in 2009.

Depreciation and amortization expense. Depreciation and amortization expense decreased approximately $2,722, or 5.2%, to $49,136 for the year ended December 31, 2009 compared to $51,858 for the year ended December 31, 2008. After taking into effect the increased expenses of $304 relating to the property acquisition, the net decrease in expenses was $3,026, which was primarily due to decreased depreciation associated with tenant improvement allowances capitalized in earlier years that became fully depreciated in 2008.

Non-operating income (expense). Non-operating income (expense) increased approximately $1,165, or 1.8%, to $(62,217) for the year ended December 31, 2009 compared to $(63,382) for the year ended December 31, 2008. After taking into effect the increased interest expense of $549 relating to the property acquisition, the net increase of $1,714 was primarily due to a net result of decreases in the values of the interest rate swap contracts entered into by us in order to a limit interest rate exposure on floating rate loans of approximately $6,900, since we did not apply hedge accounting treatment to these contracts and a decrease of interest expense of approximately $1,500 due to decreases in interest rate on borrowings during 2009 compared to 2008, and a decrease year-over-year of approximately $6,463 as a result of a gain on the sale of a land parcel recognized in 2008.

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Comparison of Year Ended December 31, 2008 to Year Ended December 31, 2007 (in thousands)

The following discussion of operations incorporates an analysis of comparable properties held by us in both periods. We owned 86 and 85 properties as of December 31, 2008 and 2007. During the year ended December 31, 2008, we acquired one property and during the year ended December 31, 2007, we acquired 28 properties and sold three properties (the results of which are included in discontinued operations). The following table and accompanying comments reflect adjustments to segregate the operations of the properties acquired in both years in order to provide an analysis of properties held in both years for the full respective years. The 57 properties held for the entire periods in 2008 and 2007 are referred to herein as the same store properties.

	Year Ended December 31,						Increase (Decrease)			Acquisitions Effect(1)			Change for Same Store Properties/ Discontinued Operations
	2008			2007
Total revenues	$	164,778		$	135,065		$	29,713		$	28,499		$	1,214
Operating, maintenance and management expenses		28,034			20,729			7,305			4,725			2,580
Real estate and other taxes		21,999			17,826			4,173			3,568			605
General and administrative expenses		13,817			16,503			(2,686	)		(2,131	)		(555	)
Incentive fees		3,127			4,263			(1,136	)		251			(1,387	)
Depreciation and amortization expense		51,858			38,889			12,969			13,604			(635	)
Operating income	$	45,943		$	36,855		$	9,088		$	8,482		$	606
Non-operating income (expense)		(63,382	)		(55,829	)		(7,553	)		(15,326	)		7,773
Net income (loss) before non-controlling interest and discontinued operations(2)	$	(17,439	)	$	(18,974	)	$	1,535		$	(6,844	)	$	8,379
Discontinued operations		—			52,790			(52,790	)		—			(52,790	)
Less: net income (loss) attributable to non-controlling interests		(263	)		(240	)		(23	)		—			(23	)
Net income (loss) attributable to equity owners	$	(17,702	)	$	33,576		$	(51,278	)	$	(6,844	)	$	(44,434	)

(1) Represents the effect of one property (Skytop Plaza) acquired in 2008 and 28 properties acquired in 2007.

(2) Non-operating income (expense) consists of interest expense (including amortization of deferred financing costs), unrealized gain (loss) on valuation of derivatives, interest income and gain on the sale of a land parcel in 2008.

Total Revenues

Total revenues. Total revenues increased approximately $29,713, or 22.0%, to $164,778 for the year ended December 31, 2008 compared to $135,065 for the year ended December 31, 2007. After taking into effect the increased revenue relating to the property acquisition of $28,499, the net increase of $1,214 was comprised of a $92 increase in rental income, an $1,004 increase in expense recoveries and a $118 increase in management and other fees.

Total Expenses

Operating, maintenance and management expenses. Total operating, maintenance and management expenses increased approximately $7,305, or 35.2%, to $28,034 for the year ended December 31, 2008 compared to $20,729 for the year ended December 31, 2007. After taking into effect the increased expenses of $4,725 relating to the property acquisitions, the net increase in expenses was $2,580, primarily due to increased snow removal costs incurred in 2008.

Real estate and other taxes. Real estate taxes increased approximately $4,173, or 23.4%, to $21,999 for the year ended December 31, 2008 compared to $17,826 for the year ended December 31, 2007. After taking into effect the increased expenses of $3,568 relating to the property acquisitions, the net increase in expenses was $605.

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General and administrative expenses. General and administrative expenses decreased approximately $2,686, or 16.3%, to $13,817 for the year ended December 31, 2008 compared to $16,503 for the year ended December 31, 2007. The primary reason for this decrease was approximately $2,400 of imputed equity interests granted in connection with property acquisitions in 2007 reflected in this category. For the year ended December 31, 2008, no such imputed equity interests were granted.

Incentive fees. Incentive fees decreased approximately $1,136, or 26.6%, to $3,127 for the year ended December 31, 2008 compared to $4,263 for the year ended December 31, 2007. After taking into effect the increased expenses of $251 relating to the property acquisitions, the net decrease was $1,387, primarily due to decreased distributions to owners in 2008.

Depreciation and amortization expense. Depreciation and amortization expense increased approximately $12,969, or 33.3%, to $51,858 for the year ended December 31, 2008 compared to $38,889 for the year ended December 31, 2007. After taking into effect the increased expenses of $13,604 relating to the property acquisitions, the net decrease in expenses was $635.

Non-operating income (expense). Non-operating income (expense) decreased approximately $7,553, or 13.5%, to $(63,382) for the year ended December 31, 2008 compared to $(55,829) for the year ended December 31, 2007. After taking into effect the interest expense of $15,326 relating to the property acquisitions, the net difference was an increase of $7,773, which was primarily due to a non-recurring gain realized on the sale of a land parcel in 2008 of approximately $6,500 and lower interest expense in 2008 of approximately $2,200, offset by decreases in the value of derivative instruments of approximately $200 and lower interest income of approximately $700 in 2008.

Discontinued operations. Total income from discontinued operations decreased approximately $52,790 to $0 for the year ended December 31, 2008 compared to $52,790 for the year ended December 31, 2007, which was the result of gains being recognized on the sale of properties in Spring Valley, New York $28,848, Takoma, Maryland $21,243 and Vero Beach, Florida $2,095 in 2007. No properties were sold in 2008. Additionally, approximately $604 was realized as income from discontinued operations in 2007, which was the net income effect of ownership of these properties for a portion of 2007 prior to their respective sale dates.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, acquire properties, make distributions to our stockholders and other general business needs. Due to the nature of our business strategy, we anticipate we will generate positive cash flows from operations. Substantially all of this cash generated from operations will generally be paid to our stockholders in the form of dividends. In order to qualify as a REIT, we must distribute to our stockholders, each calendar year, at least 90% of our REIT taxable income.

While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations. For example, we may be required to comply with new laws or regulations that cause us to incur unanticipated capital expenditures for our properties, thereby increasing our liquidity needs. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of cash generated from our operating activities and unused borrowing capacity under our senior secured revolving credit facility. We expect to meet our short-term liquidity requirements from these sources of cash. We expect to meet our long-term capital requirements, including acquisitions, redevelopments and non-recurring capital expenditures through our cash flows from operations, our senior secured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales.

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As of March 31, 2010, we had total outstanding indebtedness of approximately $1.1 billion. Upon completion of this offering and the formation transactions, we estimate we will receive gross proceeds from this offering of approximately $500.0 million assuming an initial offering price of $16.00 per share, which is the mid-point of the range set forth on the front cover of this prospectus. After deducting underwriting discounts and commissions and expenses of this offering from the gross proceeds, the net proceeds from this offering would be approximately $447.8 million.

We believe this offering and the formation transactions will improve our financial performance through changes in our capital structure, principally the reduction in overall debt encumbering the properties in our portfolio and the reduction of our ratio of debt to total market capitalization to approximately 44.6% upon completion of this offering and the formation transactions. Upon completion of this offering and the formation transactions, we expect we will use a portion of the net proceeds from this offering to repay approximately $441.0 million of our outstanding indebtedness (based on March 31, 2010 outstanding balances), and other fees and expenses. If the actual net proceeds from this offering are less than estimated, we will repay less indebtedness. Any net proceeds remaining will be used for working capital purposes, including potential future acquisition and redevelopment activities. We do not intend to use any of the net proceeds from this offering to fund distributions to our stockholders, but to the extent we use the net proceeds to fund distributions, these payments will be treated as a return of capital to our stockholders for U.S. federal income tax purposes. Pending the use of the net proceeds, we intend to invest such portion of the net proceeds in interest-bearing accounts and short-term, interest-bearing securities that are consistent with our intention to qualify for taxation as a REIT.

We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility. The agreement will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering. The closing of the facility is contingent on the satisfaction of customary conditions. We intend to use this facility to, among other things, fund acquisitions, general corporate matters and working capital. See “—Consolidated Indebtedness to be Outstanding After This Offering—Senior Secured Revolving Credit Facility.” We expect to have approximately $685.1 million of total consolidated indebtedness outstanding upon consummation of this offering and the formation transactions (based on March 31, 2010 pro forma outstanding balances). Our overall leverage will depend on our mix of investments and the cost of leverage. Our charter does not restrict the amount of leverage that we may use.

Our properties require periodic investments of capital for individual lease related tenant improvements allowances, general capital improvements and costs associated with large-scale tenant specific redevelopment projects. The following table summarizes such items:

	Three Months  Ended March 31, 2010			Year Ended December 31,
				2009		2008		2007
Tenant improvement costs for new leases(1)	$	3,555,959		$	3,584,859	$	4,890,523	$	4,022,697
GLA for new leases		177,609			359,599		351,996		310,738
Tenant improvement costs per square foot(1)	$	20.02		$	9.97	$	13.89	$	12.95
Tenant improvement costs per square foot per lease year(2)	$	2.29		$	1.47	$	1.81	$	1.84
Recurring capital expenditures	$	76,033		$	1,986,721	$	1,134,849	$	1,182,306
Recurring capital expenditures per square foot (3)	$	0.02	(4)	$	0.15	$	0.09	$	0.09
Large-scale tenant specific project costs(5)	$	114,854		$	4,445,814	$	7,445,132	$	5,001,230
Number of projects		1			19		27		2
GLA for new leases		1,800			63,514		144,029		83,117
Large-scale tenant specific project costs per square foot(5)	$	63.81		$	70.00	$	51.69	$	60.17

(1) Presents estimates of tenant improvement costs with respect to each lease made by our management for budgeting purposes at the time the lease was signed, which may be different than the period in which they were actually paid.

(2) Represents tenant improvement costs per square foot divided by the number of years of primary lease term.

(3) Based on our total GLA of 13,438,151, 13,433,819, 13,341,212, and 13,128,889 square feet for the three months ended March 31, 2010 and for the years ended December 31, 2009, 2008 and 2007, respectively.

(4) Recurring capital expenditures per square foot for the three months ended March 31, 2010 are annualized.

(5) Presents estimates of large-scale tenant specific project costs with respect to each lease made by our management for budgeting purposes at the time the lease was signed, which may be different than the period in which they were actually paid.

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Additionally, while we employ individuals responsible for leasing activity, costs are incurred for external leasing commissions as needed. The following table summarizes external leasing commission costs for tenants at the properties in our portfolio through March 31, 2010:

	Three  Months Ended March 31, 2010		Year Ended December 31,
			2009		2008		2007
Number of new leases and renewals executed		68		260		248		187
GLA on new leases and renewals		432,916		1,295,320		982,339		879,724
Leasing commission costs(1)	$	521,924	$	175,597	$	553,228	$	521,261
Leasing commission costs per square foot(1)	$	1.21	$	0.14	$	0.56	$	0.59

(1) Presents all leasing commission costs as if they were incurred in the period in which the leases were signed, which may be different than the period in which they were actually paid.

As of July 23, 2010, we expect to incur additional costs of approximately $8.3 million relating to obligations on signed new leases. This consists of approximately $4.4 million on tenant improvements for large-scale redevelopment projects, approximately $3.1 million on other new leases and approximately $0.8 million on leasing commissions.

During 2009, in connection with our refinancing of mortgage loans payable, we (i) borrowed approximately $2.6 million of additional proceeds for two new fixed-rate mortgage loans, bearing interest at 6.00% and 6.625% per annum and (ii) borrowed approximately $20.4 million in variable-rate mortgage loans bearing interest at LIBOR plus spreads ranging from 145 to 195 basis points. These principal amounts and rates of interest represent the fair values at the date of refinancing.

During 2008, in connection with our property acquisitions and refinancing of mortgage loans payable, we (i) borrowed approximately an additional $6.3 million for a new fixed-rate mortgage loan bearing interest at 6.00% per annum, (ii) borrowed approximately $12.3 million in new variable-rate mortgage loans bearing interest at LIBOR plus spreads ranging from 145 to 195 basis points, and (iii) assumed approximately a $12.4 million fixed-rate mortgage loan at 7.94% per annum. These principal amounts and rates of interest relating to the new fixed-rate mortgage loan and the variable-rate loan represent the fair values at the dates of acquisition or refinancing. The stated contract amount of the acquisition debt assumed was approximately $13.3 million at the date of acquisition, bearing interest at 4.94% per annum.

During 2007, in connection with our property acquisitions and refinancing of mortgage loans payable, we (i) borrowed an aggregate of approximately $120.1 million of new fixed-rate mortgage loans bearing interest at rates ranging from 5.5% to 7.0% per annum, with an average of 6.2%, and (ii) assumed an approximately $15.9 million fixed-rate mortgage loan at 7.12% per annum. These principal amounts and rates of interest represent the fair values at the dates of acquisition or refinancing. The stated contract amount of the acquisition debt assumed was approximately $16.5 million at the date of acquisition, bearing a weighted average interest rate of 6.1%.

Leverage Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Although our board of directors has not adopted a policy that limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or floating rate. Our charter and bylaws do not limit the amount or percentage of indebtedness that we may incur nor do they restrict the form in which our indebtedness will be taken (including, but not limited to, recourse or non-recourse debt and cross collateralized debt). Our board of directors may from time to time modify our leverage policies in light of the then current economic conditions, relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

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Consolidated Indebtedness to be Outstanding After This Offering

Upon completion of this offering and the formation transactions, we expect to have approximately $680.1 million of total consolidated indebtedness (based on March 31, 2010 pro forma outstanding balances), excluding pro forma amounts expected to be outstanding under our senior secured revolving credit facility, if any. This indebtedness will be comprised of 47 mortgage loans secured by 44 of our properties, all of which is anticipated to be at fixed rates (except for the debt secured by University Place Outparcel). The weighted average interest rate on the fixed rate indebtedness is expected to be 5.7% per annum.

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The following table (in thousands) sets forth certain information with respect to the mortgage indebtedness as of March 31, 2010 that we expect will be outstanding after this offering and the formation transactions.

Property	Interest Rate		Principal Amount as of March 31, 2010		Debt Service for the 12 Months Ended March 31, 2010		Maturity Date	Estimated Balance At Maturity
Ocean East Mall	7.01	%	$	8,379	$	738	4/1/2012	$	8,056
Coral Plaza	6.50	%		4,154		349	8/1/2012		3,955
Nora Corners	6.23	%		7,573		620	10/1/2012		7,174
Shops at Aramingo	6.05	%		3,415		275	11/1/2012		3,225
Oxon Hill Plaza	5.81	%		12,174		952	4/1/2013		11,376
Marketplace Shopping Center	5.50	%		9,696		736	5/11/2013		9,017
Orange Promenade	6.00	%		16,930		1,241	8/1/2013		16,123
Loch Raven Plaza	5.50	%		7,820		586	1/1/2014		7,172
Imperial Plaza	6.00	%		6,407		507	5/1/2014		5,856
West River Centre	5.54	%		17,961		1,293	7/1/2014		16,534
Fayette Place	5.28	%		13,702		957	10/1/2014		12,542
Mahopac Village Center	5.62	%		17,160		1,243	9/11/2014		15,768
Torrington Commons (Note A)	5.52	%		13,001		932	9/11/2014		11,931
Torrington Commons (Note B)	12.75	%		842		111	9/11/2014		822
Williamsburg Shopping Center	5.57	%		20,962		1,510	9/11/2014		19,249
Crossroads Shopping Center	5.40	%		15,497		1,078	11/11/2014		14,245
Holcomb 400	5.32	%		10,261		708	11/11/2014		9,422
Skytop Plaza(1)	4.94	%		12,638		659	12/1/2014		13,345
Beach Shopping Center	5.25	%		38,756		2,651	12/11/2014		35,507
Northern Lights Shopping Center	5.45	%		24,108		1,680	2/1/2015		22,085
Prospect Plaza	5.22	%		18,302		1,242	4/11/2015		16,671
Merchants Crossing (Note A)	5.49	%		6,765		472	5/11/2015		6,178
Merchants Crossing (Note B)	12.75	%		427		56	5/11/2015		415
University Park	5.46	%		11,399		792	5/11/2015		10,407
University Place Outparcel(2)	5.75	%(3)		6,500		—	7/31/2015		5,785
Lawrenceville Town Center	5.30	%		10,092		720	9/11/2015		8,935
River Pointe Mall	5.10	%		8,600		439	10/11/2015		7,908
University Place	5.08	%		19,809		1,057	10/11/2015		17,980
Putnam Place (Note A)	5.80	%		15,640		1,120	11/11/2015		14,244
Putnam Place (Note B)	12.75	%		894		117	11/11/2015		866
College Plaza	5.30	%		9,731		661	12/11/2015		8,772
Alpine Commons	5.40	%		24,000		1,296	1/11/2016		22,196
Highland Plaza	5.54	%		5,431		376	3/11/2016		4,903
Midtown Plaza	6.07	%		17,700		1,074	6/11/2016		16,485
Mount Clare Junction	6.06	%		18,000		1,091	6/11/2016		16,492
Northland Plaza	6.03	%		32,700		1,972	6/11/2016		30,440
Eastover Shopping Center	6.30	%		30,900		1,946	8/1/2016		29,789
Namco Plaza	6.29	%		6,975		439	9/11/2016		6,522
Tri-City Plaza	5.93	%		40,000		2,372	10/11/2016		40,000
Akers Center	5.83	%		15,400		898	1/11/2017		14,279
Shaw’s Plaza	5.64	%		17,265		974	3/6/2017		15,994
Bath Shopping Center (Inline)	5.55	%		7,920		440	4/11/2017		7,920
Fort Steuben Mall(1)	5.62	%		40,443		2,951	7/1/2017		35,637
Ultra Plaza	6.36	%		10,250		652	8/1/2017		9,580
Key Road Plaza	5.55	%		12,880		715	7/11/2017		12,880
Riverside Plaza	5.55	%		21,200		1,177	7/11/2017		21,200
Bath Shopping Center (Shaws)	7.13	%		9,395		888	7/1/2028		78
Total			$	680,054	$	44,763		$	625,935

(1) Stated principal amount as of March 31, 2010 reflects a discount from fair value of $707 and $832 for Skytop Plaza and Fort Steuben Mall, respectively. Balance at maturity reflects face value of notes.

(2) As of March 31, 2010, we had a $5,500 mortgage outstanding on this property. We have received an executed commitment letter from the lender to modify and extend this mortgage which will increase the principal amount by $1,000, which we expect to close on or prior to the closing of this offering. The information included in this table reflects the modification and extension of this mortgage.

(3) Reflects the interest rate as of July 7, 2010 based on the terms set forth in the lender’s commitment letter. The stated interest rate equals the lender’s cost of funds plus 325 bps, with a minimum total interest of 5.75%.

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Senior Secured Revolving Credit Facility

In connection with this offering and the formation transactions, we have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year $200.0 million senior secured revolving credit facility with Bank of America, N.A. as administrative agent and Banc of America Securities LLC and Barclays Bank PLC as arrangers. The senior secured revolved credit facility contains an accordion feature that will allow us to increase the availability thereunder to up to $300.0 million under specified circumstances. We and the subsidiaries that own the borrowing base properties are guarantors of this facility. We plan to use funds available under the senior secured revolving credit facility to fund acquisitions, redevelopment activities, tenant improvements, general corporate matters and working capital. Availability under the senior secured revolving credit shall at no time exceed the lesser of (x) 60% of the appraised value of the borrowing base properties and (y) the amount that would result in a debt service coverage ratio for the borrowing base properties of not less than 1.6x for the prior four quarters on a pro forma basis.

Maturity, Interest and Fees. The credit facility will have an initial term of three years and will bear interest at a rate per annum equal to LIBOR plus a margin as determined in accordance with the following leveraged-based pricing: (i) if the ratio of consolidated debt to total asset value is less than or equal to 50%, then the interest rate will be LIBOR plus 3.0%, (ii) if the ratio of consolidated debt to total asset value is greater than 50%, but less than or equal to 60%, then the interest rate will be LIBOR plus 3.25% and (iii) if the ratio of consolidated debt to total asset value is greater than 60%, then the interest rate will be LIBOR plus 4.00%, subject to a LIBOR floor of 1.00%. We will also pay certain customary fees and expense reimbursements.

We will have the option to extend the initial term of the senior secured revolving credit facility for an additional one-year period, subject to certain conditions, including but not limited to the timely exercise of the extension option; no existing default; payment of an extension fee equal to 0.35% of the facility amount and such other customary terms or conditions as may be agreed upon.

Security. The senior secured revolving credit facility will be secured by mortgages on certain borrowing base properties and/or by pledges of equity of the subsidiaries that own such borrowing base properties.

Financial Covenants. The senior revolving secured credit facility will include the following financial covenants: (i) maximum leverage ratio of consolidated total debt to total asset value not exceeding 65%, (ii) consolidated EBITDA to consolidated fixed charges shall not be less than 1.65x, (iii) tangible net worth of not less than $360.0 million plus 75% of the net proceeds of any future equity issuances after the closing of this offering, (iv) consolidated floating rate debt shall not exceed 35% of total asset value and (v) recourse indebtedness of the borrower (excluding the senior secured revolving credit facility and unsecured funded debt with a term of five (5) years or more) shall not exceed 5% of total funded debt.

Mandatory Prepayment. Mandatory prepayments under the senior secured revolving credit facility will be as follows, on any day: (i) to the extent outstanding loans and issued and undrawn letters of credit exceed aggregate commitments and (ii) to the extent that the total outstanding loans and issued and undrawn letters of credit exceeds the aggregate borrowing base value of all the borrowing base properties.

Events of Default. The senior secured revolving credit facility will contain customary events of default, including but not limited to non-payment of principal interest fees or other amounts, defaults in the compliance with the covenants contained in the documents evidencing the credit facility, cross-defaults to other material debt and bankruptcy or other insolvency events.

Contractual Obligations

The following table summarizes the amounts due in connection with our contractual obligations described below as of March 31, 2010 for the years ended December 31, 2010 through 2014 and thereafter on a pro forma

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basis (in thousands). For a description of the pro forma adjustments made to our predecessor’s historical financial statements, See “Unaudited Pro Forma Financial Information” beginning on page F-2.

	Pro Forma										Thereafter		Total
	Nine Months Ended December 31, 2010		Year Ended December 31,
			2011		2012		2013		2014
Mortgages and other debt(1)(2)
Interest expense	$	29,230	$	38,607	$	37,564	$	34,857	$	31,436	$	40,902	$	212,596
Amortization		5,175		8,124		9,103		9,049		8,422		15,785		55,658
Principal repayment		—		—		22,409		41,516		162,367		404,642		630,935
Unused senior secured revolving credit facility fees		512		683		683		171		—		—		2,048
	$	34,917	$	47,414	$	69,759	$	85,593	$	202,225	$	461,329	$	901,237
Ground leases	$	650	$	867	$	870	$	872	$	874	$	23,663	$	27,796
Operating leases		484		649		605		615		548		1,400		4,301
Total	$	36,051	$	48,930	$	71,234	$	87,080	$	203,647	$	486,392	$	933,334

(1) For purposes of this table, we assumed we borrowed $5,000 under this facility for three years and that there were no further borrowings under this facility.

(2) Assumes no extension options are exercised.

Off-Balance Sheet Arrangements

As of March 31, 2010, we do not have any off-balance sheet arrangements.

Distribution Policy

We intend to make distributions to holders of shares of our common stock consistent with our intent to be taxed as a REIT, which will require that we annually distribute at least 90% of our taxable income without regard to the deduction for dividends paid and excluding net capital gains. We intend to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. Before we pay any distribution, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and principal and interest, if any. If our cash available for distribution is less than our REIT taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution. However, we have no intention to use the net proceeds from this offering to make distributions nor do we intend to make distributions using shares of our common stock.

Distributions declared by us will be authorized by our board of directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law, maintaining our qualification as a REIT and the capital requirements of the company. We cannot assure you that our estimated distributions will be made or sustained. Any distributions we pay in the future will depend upon our actual results of operations, economic conditions and other factors that could cause future distributions to differ materially from our current expectations.

Cash Flows

Comparison of Three Months Ended March 31, 2010 to Three Months Ended March 31, 2009 (in thousands)

Net cash. Cash on hand was $16,111 and $20,294, as of March 31, 2010 and March 31, 2009, respectively.

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Operating activities. Net cash provided by operating activities decreased $1,532 to $5,527 for the three months ended March 31, 2010 compared to $7,059 for the three months ended March 31, 2009.

Investing activities. Net cash used in investing activities decreased $1,134 to $3,446 for the three months ended March 31, 2010 compared to $4,580 for the three months ended March 31, 2009. Such decrease of cash used in investing activities was primarily the result of decreased net expenditures in 2010 compared to 2009 for real estate improvements.

Financing activities. Net cash used in financing activities increased $2,382 to $6,018 for the three months ended March 31, 2010 compared to $3,636 for three months ended March 31, 2009. Such increase was primarily due to lower net activity provided from mortgage financings of $2,876 in 2010 compared to 2009.

Comparison of Year Ended December 31, 2009 to Year Ended December 31, 2008 (in thousands)

Net cash. Cash on hand was $20,048 and $21,451, respectively, as of December 31, 2009 and 2008.

Operating activities. Net cash provided by operating activities decreased $784 to $28,305 for the year ended December 31, 2009 compared to $29,089 for the year ended December 31, 2008.

Investing activities. Net cash used in investing activities increased $14,287 to $20,600 for the year ended December 31, 2009 compared to $6,313 for the year ended December 31, 2008. Such increase of cash used in investing activities was primarily the result of a non-recurring sale of a land parcel in 2008 for $10,375 and increased net expenditures in 2009 for real estate improvements and acquisitions of $5,714.

Financing activities. Net cash used in financing activities decreased $18,547 to $9,108 for the year ended December 31, 2009 compared to $27,655 for the year ended December 31, 2008. Such decrease was primarily due to higher net activity provided from mortgage financings of $10,394 in 2009 compared to 2008 and a decrease in net cash disbursed to owners in 2009 compared to 2008 of $8,059.

Comparison of Year Ended December 31, 2008 to Year Ended December 31, 2007 (in thousands)

Net cash. Cash on hand decreased $4,879 to $21,451 for the year ended December 31, 2008 compared to $26,330 for the year ended December 31, 2007.

Operating activities. Net cash provided by operating activities increased $1,385 to $29,089 for the year ended December 31, 2008 compared to $27,704 for the year ended December 31, 2007.

Investing activities. Net cash used in investing activities decreased $9,323 to $6,313 for the year ended December 31, 2008 compared to $15,636 for the year ended December 31, 2007. Such decrease of cash used in investing activities was primarily the result of decreased expenditures in 2008 for net real estate improvements of $56,339 offset by the sale of a land parcel in 2008 for $10,375 and by net proceeds of $54,253 received from the sale of a property in 2007 not recurring in 2008.

Financing activities. Net cash used in financing activities increased $22,873 to $27,655 used in the year ended December 31, 2008 compared to $4,782 provided by the year ended December 31, 2007. Such increase was primarily due to lower net activity provided from financings of $9,636 in 2008 compared to 2007 and an increase in net cash disbursed to owners in 2008 compared to 2007 of $11,256.

Net Operating Income

Following the closing of this offering, our financial reports will include a discussion of property net operating income, or NOI. NOI is a non-GAAP financial measure that consists of rents, expense recoveries and percentage rents, less operating, maintenance and management expenses and real estate and other taxes. We use

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NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates and operating costs on an unleveraged basis, providing perspective not immediately apparent from net income (loss) attributable to equity owners. NOI should not be considered as an alternative to net income (loss) attributable to equity owners as presented in our combined historical and unaudited pro forma condensed consolidated financial statements.

The following table presents a reconciliation of our historical and pro forma net income (loss) attributable to equity holders to NOI for the periods presented (in thousands):

		Pro Forma								Pro Forma
		For the Three Months Ended March 31, 2010		For the Three Months Ended March 31, 2010			For the Three Months Ended March 31, 2009			For the Year Ended December 31, 2009			For the Year Ended
													December 31, 2009			December 31, 2008			December 31, 2007
		(unaudited)		(unaudited)			(unaudited)			(unaudited)
Net income (loss) attributable to equity owners	$	64	$	(3,451	)	$	(5,048	)	$	(6,880	)	$	(18,054	)	$	(17,702	)	$	33,576
Add:
General and administrative expenses		5,941		4,834			3,371			17,925			16,720			13,817			16,503
Incentive fees		—		319			656			—			2,933			3,127			4,263
Depreciation and amortization		11,872		11,894			12,299			49,047			49,136			51,858			38,889
Interest expense		10,876		16,100			16,021			56,912			64,616			65,606			56,444
Unrealized losses on derivatives		—		—			223			—			—			4,700			510
Net income attributable to non-controlling interests		—		30			62			—			249			263			240
Less:
Management and other property related fees		676		676			633			2,643			2,643			2,720			2,457
Other income		301		301			275			873			873			1,068			1,049
Interest income		44		44			46			182			182			461			1,125
Gain on the sale of a land parcel		—		—			—			—			—			6,463			—
Unrealized gain on derivatives		—		939			—			—			2,217			—			—
Gain on sale of discontinued operations		—		—			—			—			—			—			52,186
Income from discontinued operations		—		—			—			—			—			—			604
Net loss attributable to non-controlling interests		91		—			—			4,334			—			—			—
Property net operating income (NOI)	$	27,641	$	27,766		$	26,630		$	108,972		$	109,685		$	110,957		$	93,004

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Funds from Operations

Following the closing of this offering, our financial reports will include a discussion of funds from operations, or FFO. We compute FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that results from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.

The following table presents a reconciliation of our historical and pro forma net income (loss) to FFO for the periods presented (in thousands).

	Pro Forma						Pro Forma
	For the  Three Months Ended March 31, 2010			For the  Three Months Ended March 31, 2010			For the Year Ended December 31, 2009			For the Year Ended
										December 31, 2009			December 31, 2008			December 31, 2007
	(unaudited)			(unaudited)			(unaudited)
Net income (loss)	$	(27	)	$	(3,421	)	$	(11,214	)	$	(17,805	)	$	(17,439	)	$	33,816
Add:
Depreciation and amortization		11,872			11,894	(2)		49,047			49,136	(2)		51,858	(2)		38,889	(2)
Less:
Net income attributable to non-controlling interests		(60	)(1)		(41	)		(240	)(1)		(294	)		(308	)		(285	)
Gain on sale of discontinued operations		—			—			—			—			—			(52,186	)
Funds from operations	$	11,785		$	8,432		$	37,593		$	31,037		$	34,111		$	20,234

(1) Pro forma adjustments attributable to third-party ownership interests in certain subsidiaries of our operating partnership.

(2) Includes adjustment for proportionate share of depreciation expense relating to non-controlling interests.

Inflation

Substantially all of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above. We do not believe inflation has had a material impact on our historical financial position or results of operations.

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Seasonality

We do not consider our business to be subject to material seasonal fluctuations.

Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. One of the principal market risks facing us is interest rate risk on our floating rate indebtedness. The only floating rate indebtedness we expect to have following this offering is our senior secured revolving credit facility.

Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes, we intend to mitigate the risk of interest rate volatility through the use of hedging instruments, such as interest rate swap agreements and interest rate cap agreements. Our primary objectives when undertaking hedging transactions and derivative positions will be to reduce our floating rate exposure and to fix a portion of the interest rate for anticipated financing and refinancing transactions. This in turn will reduce the risk that the variability of cash flows will impose on floating rate debt. However, we can provide no assurances that our efforts to manage interest rate volatility will successfully mitigate the risks of such volatility on our portfolio. We are not subject to foreign currency risk.

We are exposed to interest rate changes primarily through (i) the floating rate senior secured revolving credit facility we intend to use to maintain liquidity, fund capital expenditures, redevelopment activities and expand our real estate investment portfolio, (ii) property-specific floating rate construction financing, and (iii) other property-specific floating rate mortgages. Our objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower our overall borrowing costs. To achieve these objectives, we may borrow at fixed rates and may enter into derivative financial instruments such as interest rate swaps or caps in order to mitigate our interest rate risk on a related floating rate financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

As of March 31, 2010, we had total outstanding floating rate mortgage debt obligations of $276.2 million, of which approximately $175.6 million effectively had been converted to fixed interest rates via interest rate swap contracts. The average annual fixed interest rates of the floating rate mortgage debt related to the interest rate swap contracts was 3.3% per annum. Based on our variable balances, interest expense would have increased by approximately $0.8 million for the twelve months ended March 31, 2010 if short-term interest rates had been 1% higher. It is our intention to repay all of the floating rate mortgage debt and terminate all the related interest rate swap contracts with the net proceeds of this offering. As of March 31, 2010, the weighted average interest rate on the $844.3 million of fixed-rate indebtedness outstanding was 5.9% per annum, with maturities at various dates through 2018.

At March 31, 2010, we had accrued liabilities (included in accounts payable, accrued expenses and other liabilities on the combined balance sheet) for approximately $2.7 million relating to the fair value of interest rate swaps applicable to existing floating rate mortgage loans payable obligations.

As of March 31, 2010, the fair market value of our outstanding debt was approximately $1.1 billion, which was approximately $14.1 million less than historical book value as of that date.

Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

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ECONOMIC AND MARKET OVERVIEW

We have obtained certain market data included herein from publicly available information and other industry sources. These sources generally state that the information they provide has been obtained from sources believed to be reliable. Forecasts are based on data (including third-party data), models and experience of these sources, and are based on various assumptions, all of which are subject to change without notice. There is no assurance any of the projected amounts will be achieved. We believe the data others have compiled are reliable, but we have not independently verified this information.

Retail Industry Overview

According to statistics published by the ICSC and CoStar Realty Information, Inc., there were an estimated 105,000 shopping centers in the United States representing over seven billion square feet of aggregate gross leasable area as of the end of 2009. Retail sales of goods typically sold at shopping centers totaled $2.22 trillion in 2009 and have grown at an annual compounded rate of 4.1% per year since 1992.

Retail shopping centers are traditionally categorized in one of four formats: neighborhood shopping centers, community shopping centers, regional malls and super regional malls. These centers are distinguished by various characteristics including size, the number and type of anchor tenants, the distance and travel time from consumers’ homes, the types of products sold and the customer base. Our business focuses primarily on neighborhood shopping centers and community shopping centers.

Neighborhood shopping centers typically are grocery- or drug store-anchored centers between 30,000 and 150,000 square feet in size that provide consumers with convenience and necessity goods such as food, drugs and services for the daily living needs of residents in the immediate neighborhood. Community shopping centers generally are between 100,000 and 350,000 square feet in size and typically contain multiple anchors and include tenants that sell apparel, accessories, home goods, hardware or appliances in addition to the convenience goods and services provided by a neighborhood shopping center.

We believe over the next several years the performance of neighborhood and community shopping centers will benefit from the limited completion and delivery of new developments, improving macroeconomic conditions and a renewed focus on non-discretionary goods and services by retailers and consumers alike.

Non-Discretionary Spending Outlook

We expect the current economic environment will lead to increased customer traffic at shopping centers like ours with value-driven and discount retailers as consumers redirect their purchases away from higher-cost and discretionary retailers. Additionally, we anticipate value-oriented retailers will continue to benefit on a relative basis even after the current financial crisis subsides as the severity of the recent recession is likely to impact consumer behavior for an extended period.

We believe grocery- and drug-store anchored neighborhood and community shopping centers generally are more resilient during economic downturns relative to retail centers that are more dependent upon discretionary spending. In 2009, according to figures published by the U.S. Census Bureau in the Monthly Retail Trade Report, total grocery store sales were in excess of $514 billion and have grown at an average rate of 3.2% per year for each of the last five years. According to the ICSC, supermarkets draw local customers an average of two-and-a-half times a week, generating reliable and repeat customer traffic.

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After an extended period of positive growth, retail chain store sales growth, as measured by the ICSC, fell off sharply beginning in September 2008. This weakness was consistent with the broader economic slowdown, and persisted for a total of 12 months. However, in September 2009, retail chain store sales growth once again turned positive. We believe this trend is likely to build momentum as the U.S. consumer gains confidence in broader economic recovery.

Our belief that macroeconomic fundamentals are now recovering is further evidenced by labor market improvements and a return to positive growth in GDP. According to figures published by the Bureau of Labor Statistics, following a period of sustained job loss throughout 2008 and 2009, the U.S. economy experienced five consecutive months of positive job growth from January through May 2010. Additionally, GDP has also resumed a positive growth trend with the Department of Commerce registering increases of 2.2%, 5.6% and 2.7% in the third and fourth quarters of 2009 and first quarter of 2010, respectively.

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Retail Real Estate Supply & Demand Fundamentals

According to data published by Reis, Inc., an independent industry research provider, the total new supply of neighborhood and community shopping center space entering the market in 2009 was the lowest on record since the company began tracking the metric more than a decade ago. Additionally, forecasts of new community and neighborhood center space to be completed over the next five years are well below historical levels and should serve to benefit existing property owners through decreased competition for tenants. We believe existing financial constraints will continue to limit open air retail center development.

Supporting Long-Term Demographics

We also expect long-term demographic trends will have a substantial positive impact on aggregate consumer spending. According to the most recent estimates by the U.S. Census Bureau, population growth is expected to remain near historical averages of approximately 1% per year over the next two decades. This translates into total population growth of more than 91 million people from 2000 to 2030, or an increase of 32.4%. Additionally, from 2000-2009, population in the 52 largest Metropolitan Statistical Areas (or MSAs) increased by 10.9%, according to the U.S. Census Bureau. This growth was driven by an aggregate 15.3% increase in population outside the most dense county within each MSA. Given the location of our assets, we expect to benefit from this continued trend of migration into suburban counties.

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BUSINESS AND PROPERTIES

Overview

We are a vertically integrated, self-administered and self-managed real estate investment trust, or REIT, that acquires, manages, leases, repositions and redevelops grocery and value-retail anchored shopping centers primarily in the Southeast, Northeast, Midwest and Mid-Atlantic United States. As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of gross leasable area, or GLA, located in 24 states. The shopping centers in our portfolio typically are tenanted by retailers that focus on value and necessity items and services, with approximately 66% of our annualized base rent derived from grocery-anchored shopping centers. We believe such retail shopping centers generate reliable customer traffic, which will provide us with more consistent property cash flows to support our ability to sustain our distributions through all economic cycles.

We were formed to continue the business of our predecessor, including our management company, which is a nationally recognized real estate operator and redeveloper that was established in 1991 by Adam Ifshin, our Chairman, Chief Executive Officer and President, and Stephen Ifshin, our Vice Chairman. Our senior management team has an average of more than 20 years of real estate industry experience through several real estate, credit and retail cycles and has developed significant expertise in real estate asset management, leasing, property management, acquisitions, dispositions, financial structuring, construction and redevelopment management and related legal and environmental matters. Since the founding of our predecessor entity in 1991, we have acquired over 100 retail shopping centers representing an aggregate transaction value of approximately $1.5 billion in 60 transactions totaling more than 16.8 million square feet in GLA, creating the 13^th largest private owner of shopping centers in the United States as of December 2009, according to Retail Traffic magazine. We are vertically integrated across all critical real estate operations and have more than 90 professionals who pro-actively and entrepreneurially manage our shopping centers with a long-term, hands-on approach that emphasizes the aggressive leasing of vacant spaces, attentive asset management and rigorous expense control.

Our primary business objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value through stable dividends and stock appreciation. We seek to accomplish these objectives by improving the overall performance and positioning of our assets. We believe we can increase occupancy and rental rates by signing new leases with national and regional retailers that do not have a store in one or more of our shopping centers through regular portfolio reviews, canvassing the trade area around each of our shopping centers to sign new leases with tenants already in the market seeking to relocate or add a new store, adding new retail concepts to our shopping centers that complement the existing tenancy, professionally marketing and advertising our shopping centers to interested audiences, completing tenant installations on time and in budget so retailers can be open for business and by operating attractive, well maintained shopping centers that attract consistent consumer traffic and facilitate retaining our existing tenants. We utilize our asset and property management expertise to seek to reduce property operating expenses, make our shopping centers as competitive as possible and lower the occupancy cost for each tenant by competitively re-bidding vendor contracts at least annually, employing national or regional contracts for services where costs can be reduced through economies of scale, investing in preventative maintenance at each shopping center and by engaging in regular tax certioraris to challenge and reduce real estate tax expenses.

We target acquisitions that offer what we believe to be accretive returns, and significant upside through one or more of the following: vacant space for immediate lease-up, below-market rents in the existing tenancy, expansion opportunities, reducible cost structures, economies of scale and/or repositioning or redevelopment opportunities. We believe our focus differentiates us from many of our competitors, who frequently target core, stabilized properties. We also seek to acquire assets in opportunistic off-market transactions through our extensive relationships across the real estate and retail industries and through opportunities arising from our third-party asset management business. We do not intend to engage in any ground-up development activity.

Our portfolio was approximately 88.3% leased as of March 31, 2010, with approximately 1.6 million square feet of GLA available for leasing. The occupancy of our portfolio reflects our strategic focus on acquiring properties that have relatively lower occupancy and rental rates, where we believe we can significantly improve operations and cash flow. We are intensely focused on leasing our properties. During the three months ended

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March 31, 2010 and the year ended December 31, 2009, despite a very difficult economic environment for retail tenants, we leased approximately 432,916 square feet and 1.3 million square feet of GLA, respectively, including new leases totaling approximately 177,609 square feet and 360,000 square feet and renewals totaling approximately 255,307 square feet and 935,721 square feet. In addition, we executed new leases and lease renewals in the three months ended June 30, 2010 and the period from July 1, 2010 through July 23, 2010 and accepted non-binding letters of intent for new leases and lease renewals that remained outstanding as of July 23, 2010 as follows:

	April 1 – June 30, 2010				July 1 – July 23, 2010
	No. of Leases	Total GLA	Average Base Rent per  Square Foot(1)		No. of Leases	Total GLA	Average Base Rent per  Square Foot(1)(2)
New leases signed	33	169,600	$	12.94	2	6,058	$	12.49
Renewal leases signed	49	293,289		9.55	14	131,025		8.36
New lease LOIs(2)	—	—		—	10	49,647		12.44
Renewal lease LOIs(2)	—	—		—	9	41,663		13.34

(1) Based upon GLA of signed leases for the period presented.

(2) LOIs represent accepted non-binding letters of intent with prospective tenants with which we have entered into lease negotiations. All letters of intent outstanding as of July 23, 2010 are presented in the period from July 1, 2010 through July 23, 2010 regardless of when they were accepted.

Our tenant base is broadly diversified across a variety of national, regional and local retailers including supermarkets, drugstores, general merchandisers, home goods providers, clothing and shoe stores, specialty retail, service providers and restaurants. Our five largest tenants, as of March 31, 2010, were Ahold (the parent company of Stop & Shop and Giant Food Stores), Supervalu, Kroger, Publix and Sears, none of which represented more than 5% of our annualized base rent.

We are a Maryland corporation that was formed on March 8, 2010. We currently operate our business through our predecessor, which is not a legal entity but rather a combination of entities as more fully described in the notes to our combined financial statements appearing elsewhere in this prospectus. Upon completion of this offering, we will conduct all of our business activities through our operating partnership, of which we are the sole general partner and expect to hold a 63.4% ownership interest upon completion of this offering. We are “vertically integrated” in that we are able to provide a full spectrum of real estate services, including asset and property management, leasing, construction and financing, to support our existing portfolio. Our principal executive offices are located at 580 White Plains Road, Tarrytown, New York 10591. In addition, we have regional leasing and property management offices in Atlanta, Georgia; Chicago, Illinois; and Towson, Maryland. Our telephone number is (914) 631-3131. Our website address is www.dlcreit.com. The information on, or otherwise accessible through, our website does not constitute a part of this prospectus. We intend to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2010.

Our Business Strengths

The following business strengths serve as the foundation of our business:

• Established, Diversified Portfolio of Grocery and Value-Retail Anchored Shopping Centers. As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of GLA located in 24 states. Our portfolio is balanced and diversified across our primary markets and by tenant concentration. Our portfolio is generally located in established markets in or near metropolitan areas, as well as selected smaller markets with stable employers, such as state capitals and university towns. Approximately 66% of our annualized base rent is generated from grocery-anchored shopping centers, and our portfolio is comprised predominantly of shopping centers with tenants that provide necessity items and services, which we believe to be advantageous throughout all economic cycles. Our four largest tenants represent four of the five largest grocery store chains in the United States as of March 31, 2010. No single tenant represents more than 5.0% of our annualized base rent in aggregate and our top ten tenants represent less than 30% of our annualized base rent in aggregate. The average remaining lease term for our five largest tenants was 6.9 years as of March 31,

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2010. Our year-end occupancy and average tenant renewal rates for each of 2007, 2008 and 2009 and for the three months ended March 31, 2010 were 90.4%, 89.7%, 88.1% and 88.3%, respectively and 76.4%, 78.6%, 76.2% and 82.4%, respectively. We believe the diversity of our portfolio will enable us to generate predictable cash flows over time.

• Significant Internal Growth Potential. As of March 31, 2010, our portfolio was 88.3% leased. The occupancy of our portfolio reflects our strategic focus on acquiring properties with relatively lower occupancy and rental rates, where we believe we can significantly improve operations and cash flow. We believe our proven leasing and property management teams as well as our extensive redevelopment and repositioning experience will enable us to continue to generate internal growth by increasing occupancy and rental rates while tightly controlling costs. Our approximately 1.6 million square feet of GLA available for leasing as of March 31, 2010 offers immediate opportunity for incremental cash flow generation with what we believe to be modest lease-up investments.

• Significant External Growth Potential. We believe that, as a result of the continued disruption in the real estate market, there will be opportunities over the next several years to acquire assets that are under-leased or have below-market rents, and to acquire over-leveraged and under-capitalized shopping centers for redevelopment and repositioning. We believe we have established an extensive network of tenant, corporate, broker, lender, special servicer and institutional relationships that will enable us to continue to source new acquisition and redevelopment opportunities.

• Entrepreneurial Investment Focus. We believe we have an entrepreneurial corporate culture, and approach the retail real estate business with a different perspective than many of our peers. We seek to acquire assets where we believe we can generate accretive returns by employing our human capital and expertise, rather than focusing on the acquisition of low vacancy, stabilized assets where we see limited upside. The acquisitions we pursue are typically characterized by below-market rents and/or occupancy levels. We seek to generate higher returns through one or more of the following: the lease-up of available space for which no income was ascribed in the acquisition; re-tenantings to upgrade tenant quality and/or increase rents; repositionings to drive additional consumer traffic by more appropriately catering to the local market; and redevelopments in situations where we believe substantial capital investments are warranted by the opportunity to generate commensurately higher returns.

• Experienced and Committed Management Team. Our senior management team, which is led by Adam Ifshin, has been in place since 2005 and has an average of more than 20 years of real estate industry experience through several real estate, credit and retail cycles. In addition, upon consummation of this offering and the formation transactions, our senior management team will collectively own approximately 13.6% of our outstanding common stock on a fully diluted basis. As a result of their significant ownership interest, our senior management team’s interests are aligned with those of our stockholders and they are highly incentivized to maximize returns for our stockholders.

• Strong Relationships with a Diverse Group of Nationally Recognized Retailers. We have strong relationships and completed multiple transactions with many leading retailers including Ahold, CVS, Dollar Tree, Family Dollar, Kroger, LA Fitness, Publix, Ross Stores, Sears, Supervalu, The TJX Companies, Walgreens and Wal-Mart. We believe our strong retailer relationships create new leasing opportunities as these retailers expand while also supporting our tenant retention rate and reducing our marketing, leasing and tenant improvement costs that would otherwise result from having to re-lease space. Additionally, we believe these relationships are important to enabling us to successfully complete redevelopment opportunities.

• Flexible Capital Structure Enables Us to Take Advantage of Acquisition Opportunities. Upon consummation of this offering and the formation transactions, our aggregate indebtedness (other than under our senior secured revolving credit facility) will consist almost entirely of fixed rate debt, which will have staggered maturities with a weighted average maturity of approximately 5.4 years and a weighted average interest rate of 5.7% per annum. None of our indebtedness will mature until 2012 and approximately $62.3 million (or approximately 9.2% of our total indebtedness upon completion of this offering and the formation transactions) will mature prior to 2014. We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility to fund acquisitions, redevelopment activities, tenant

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improvements, general corporate matters and working capital. In addition, our operating partnership units will provide us with tax deferred acquisition currency and further increase our flexibility in structuring acquisitions.

Business and Growth Strategies

Our primary business objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value through stable dividends and stock appreciation. The strategies we intend to execute to achieve these goals include:

• Focus on Grocery and Value-Retail Anchored Shopping Center Ownership, Acquisition and Repositioning in Our Primary Markets. We believe our portfolio is well positioned to perform through different economic cycles due to our tenants’ focus on value and necessity items and services. In addition, we focus on established markets in or near metropolitan areas, as well as selected smaller markets with stable employers such as state capitals and university towns primarily in the Southeast, Northeast, Midwest and Mid-Atlantic United States. We intend to continue to pursue a broad mix of national, regional and local value-focused tenants, such as grocery stores, drugstores and discounters, as we believe these retailers are less reliant on sales of discretionary goods. We believe these retailers generate more consistent customer traffic and sales over time than retailers that rely on higher-end consumers and high levels of disposable income. Our acquisition strategy will focus primarily on shopping centers with what we believe to be longer-term growth potential as opposed to fully stabilized assets that provide more limited opportunities to grow cash flow. We also believe that because of our established operational platform and reputation, our deep market relationships and our reliable track record of executing transactions, we are a desirable buyer for institutions and individuals desiring to sell properties.

• Maximize Cash Flow from Existing Properties. We aggressively seek to lease vacant space through our national retailer relationships and local, on-the-ground canvassing, while providing for an appropriate tenant mix for the local market. Our efforts are driven by our proven in-house leasing and property management teams that utilize a centralized infrastructure in conjunction with our regional leasing and property management offices. We believe we have established a reputation for delivering tenant spaces on time and at or under budget. Our continued focus on reducing operating expenses enables us to generate additional cash flow and makes our properties more competitive by reducing our tenants’ total cost of occupancy. Further, we expect to take advantage of what we believe will be a period of increasing retail demand combined with limited new supply of shopping centers to lease the approximately 1.6 million square feet of GLA available for leasing in our portfolio, as of March 31, 2010.

• Exploit Existing Internal Growth Opportunities. We have historically pursued an investment strategy focused on acquiring properties that have relatively lower occupancy and rental rates where we believe we can improve the performance of these properties. We have significant real estate management, leasing, property management, and construction and redevelopment management expertise that we employ to improve operations and increase cash flows at these properties. This includes renovating and re-tenanting the properties to reposition them as attractive destinations that are competitive within their markets, as well as tightly controlling operating expenses. As a result of these embedded internal growth opportunities, we believe we are not dependent solely upon new acquisitions to grow our business. Historically, we funded our redevelopment projects from cash on hand, capital contributions or from indebtedness incurred by an existing entity. Certain of the repositionings we have pursued in the past are described below.

• Levittown Town Center. We acquired our initial interest in this shopping center in 2001 in an off-market transaction and acquired our remaining interest from our partner in 2008 with the intention of completely redeveloping the property. Originally opened in 1953, the center had been significantly neglected and was in poor physical condition, no longer attracted consumers and as a result was less than 25% occupied. We completed the redevelopment in late 2009 at a cost below our redevelopment budget of approximately $29.5 million, achieving occupancy of approximately 90% even while leasing the project in the face of the recent recession. Prior to demolition, we

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secured all necessary local, county and state approvals, including approval under Act 2 of Pennsylvania’s Department of Environmental Protection. We then remediated the entire 62-acre site including asbestos abatement and demolition of approximately 500,000 square feet of existing space and the removal of 41 underground storage tanks. To mitigate the risk of redevelopment and establish the property as an attractive retail destination, we entered into a long-term ground lease with The Home Depot for a 98,000 square foot retail store and sold a condominium interest to Wal-Mart for a 192,000 square foot supercenter, the retailer’s first supercenter in the Philadelphia metropolitan statistical area. We further reduced the risk of redevelopment by pre-leasing approximately 90% of the remaining space in the center prior to commencing construction to retailers including Advance Auto Parts, Bridgestone/Firestone, Dollar Tree, DOTS, Famous Footwear and Ross Dress for Less, consistent with our leasing and merchandising strategy.

• Beach Shopping Center. We acquired this property in May 2000 from the estate of the original developer with the intention of redeveloping the asset. The center was originally developed in 1958 but had not been materially renovated since. At the time of acquisition, the property was approximately 73% occupied, had significant deferred maintenance and with an undersized, 33,500 square foot Grand Union grocery anchor was no longer competitive with other shopping centers offering newer amenities and significantly larger grocery stores. As the first step in redeveloping the center, and as a means of mitigating the risks of redevelopment, Stop & Shop agreed to acquire Grand Union’s lease when the company filed for bankruptcy in October 2000, keeping this income in place during the redevelopment. We then negotiated a new 25-year lease at significantly higher rent with Stop & Shop to build a brand new 67,000 square foot supermarket prototype. We further reduced our redevelopment risk through Stop & Shop making significant contributions to the offsite work necessary to add a new signalized entrance to the center and to the onsite construction costs of redeveloping the center, and by Stop & Shop funding 100% of any construction costs to their new store in excess of $85 per square foot. To create room to build the new Stop & Shop store, we needed to demolish the existing grocery store and nine small-shop tenant spaces, which we accomplished by negotiating multiple tenant relocations (five tenants had long-term leases without relocation clauses), including moving CVS to a new build-to-suit pad site under a new 22-year lease at significantly higher rent. We also secured numerous approvals and variances from city, county and state authorities on an accelerated basis, including New York State Department of Transportation and Department of Environmental Conservation. We completed the approximately $21.2 million redevelopment on time and within budget in 2004.

• Spring Valley Marketplace. We acquired this property as part of a larger portfolio in 1999 in an off-market transaction. The center had been built in 1989 but had lost consumer traffic to newer competing shopping centers, and we acquired it for approximately $33.0 million as a redevelopment candidate recognizing that it was under-managed and in need of significant capital expenditures, with occupancy well below market. We saw an excellent opportunity to reposition the center based upon its prime location and visibility at a major exchange on the New York Thruway (I-87), with direct access to consumers in Rockland County. To reestablish the property as a retail destination, we convinced Target Corporation to acquire a 9.7-acre parcel on which it opened a 124,000 square foot store, which required relocating tenants and demolishing a portion of the original center to make room for Target. Next, we signed a new lease with Christmas Tree Shops for their first store located outside of New England, installing them in a new 50,000 square foot store we constructed in retrofitted space that formerly housed a movie theater and small-shop tenants. We continued to redevelop and re-tenant the center with necessity and value-focused retailers including Carter’s, Catherines, David’s Bridal, Justice, Nine West, Sleepy’s and TJ Maxx. In 2006, we recaptured the center’s aging, 20-year old grocery store, which we completely redeveloped after pre-leasing the space to Bed Bath & Beyond (36,000 square feet) and Michael’s Arts & Crafts (23,545 square feet) of new, 10-year leases, increasing total in-place rent by more than 66.1%. We secured all municipal and state approvals required for the redevelopment, including a new pylon sign on the Thruway, and in January 2007, after having achieved an occupancy rate of more than 99%, sold the center for approximately $58.5 million representing a gain of approximately $28.8 million.

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• Tower Shopping Center. We acquired this property in January 2004 from a leading publicly traded REIT with the intention of repositioning the asset by improving the mix of retailers, leasing up the center’s vacancies, and moving a number of below-market leases to market rents. The center was well located immediately off an exit of Interstate 440, the Raleigh Beltline, and was anchored by Food Lion and Big Lots, each well suited to the market’s working class, blue collar demographics. While a new Walmart Supercenter-anchored and a new Food Lion-anchored shopping center were under development within approximately one mile and two miles, respectively, east on New Bern Avenue, we believed Tower could be positioned to compete effectively. To increase consumer traffic to the shopping center, we exercised a lease termination right and replaced a local furniture retailer that was paying $2.89 per square foot gross with A.J. Wright, a division of The TJX Companies, for $6.00 per square foot, net. Over time we also upgraded a number of the center’s small-shop tenants, including converting an unoccupied bank pad site to a Dunkin’ Donuts, increasing these rents to market, and we leased the 13,190 square foot vacant theater at the front of the center, converting it into retail and services space. As a result, we increased net operating income at the shopping center by approximately 60% between 2004 and 2009, from approximately $714,000 to $1,144,000.

• Achieve External Growth Through Disciplined Acquisition Strategy. We target grocery and value-retail anchored shopping centers that offer what we believe to be significant upside through one or more of the following: vacant space for immediate lease-up, below-market rents in the existing tenancy, expansion opportunities, reducible cost structures, economies of scale and/or repositioning or redevelopment opportunities. We underwrite each acquisition to generate accretive returns and then seek to increase these returns over time by improving occupancy and cash flow at our properties. In addition, we seek opportunities to acquire properties that offer potential longer-term value creation opportunities. We believe there will be opportunities to acquire properties that have relatively lower occupancy and rental rates and/or repositioning and redevelopment opportunities, in addition to over-leveraged and under-capitalized shopping centers, over the next several years as a result of the continued market disruption in the real estate market.

We believe our unique strategy of acquiring non-core, unstabilized or distressed properties offers greater growth opportunities than acquiring stabilized properties. We are particularly focused on markets where we are an experienced owner and/or where our existing relationships provide natural opportunities for growth. We expect to pursue opportunities with financially distressed sellers that are unable to invest new capital to take advantage of leasing and redevelopment opportunities. In addition, we intend to, on a selective basis, opportunistically invest in non-performing or distressed debt secured by retail real estate assets with a view to subsequently taking control of the property, generally referred to as loan-to-own investments, and have successfully completed a number of these investments. We also pursue opportunities to acquire properties that we manage for third parties in off-market transactions. We periodically review our portfolio and, when appropriate, we may sell properties and opportunistically reallocate our capital.

• Leverage Our Vertically Integrated Infrastructure. We are vertically integrated across all critical real estate operations, with more than 90 professionals who have significant expertise in real estate asset management, leasing, property management, acquisitions, dispositions, financial structuring, construction and redevelopment management and related legal and environmental matters. As of March 31, 2010, we managed 38 shopping centers on behalf of third parties totaling approximately 3.3 million square feet of GLA in 18 states and generating over $2.0 million of annual revenue for us. We have built an extensive infrastructure of personnel, policies and procedures that we believe enables us to manage and lease a large property portfolio with a diverse group of retail tenants. For example, we believe we have been able to maintain a lower ratio of accounts receivables to revenues than many of our competitors through our hands-on approach to managing tenant arrearages. Delinquent tenants are contacted within 10 days of their rental due date by our accounting department, and members of senior management, including our chief financial officer and chief operating officer, review all material arrearages weekly to determine the best means of collecting all past due rents.

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Existing Portfolio

As of March 31, 2010, our portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of GLA and was approximately 88.3% leased. We refer to the properties in our portfolio as “grocery and value-retail anchored shopping centers,” which are shopping centers whose largest tenants, which drive customer traffic, are grocery stores and value-oriented retailers whose products are generally necessity-based items. The occupancy of our portfolio reflects our strategic focus on acquiring properties that have relatively lower occupancy and rental rates, where we believe we can significantly improve operations and cash flow. The table below presents an overview of our portfolio as of March 31, 2010.

Property Name	Year Built	Year Renovated	Location	Metropolitan Statistical Area	Total GLA(1)	Percent Leased(2)		Annualized Base  Rent(2)(3)		Annualized Base Rent Per Leased Square Foot(4)		Anchors	Shadow Anchors(5)
Southeast								(in thousands)
Highland Square	1961	2003/2006	Jacksonville, FL	Jacksonville	262,192	93.3	%	$	2,930	$	10.47	Publix, Big Lots, A.J. Wright, Office Depot, Beall’s Outlet, Family Dollar, Dollar Tree
Cedars Square(6)	1995		Lebanon, TN	Nashville - Davidson - Murfreesboro	280,266	97.2	%		1,867		6.85	Walmart Supercenter, Burke’s Outlet
Ocean East Mall(6)	1971		Stuart, FL	Port St. Lucie	112,260	98.2	%		1,551		14.07	Martin Memorial Health Systems, Milam’s Markets
Tara Crossing	1987	2002	Jonesboro, GA	Atlanta - Sandy Springs - Marietta	238,522	88.3	%		1,548		7.35	Little Giant Farmer’s Market, dd’s Discounts, Chuck E. Cheese
Akers Center	1953	1977/2004	Gastonia, NC	Charlotte - Gastonia - - Concord	235,324	80.6	%		1,510		7.42	Hobby Lobby, Toys R Us, Rugged Wearhouse	Target
Sprayberry Square	1987	2008	Marietta, GA	Atlanta - Sandy Springs - Marietta	128,000	72.5	%		1,454		15.68	LA Fitness
Florence Square	1990	1994	Florence, AL	Florence - Muscle Shoals	241,633	76.1	%		1,425		7.75	Kmart, T.J. Maxx, Shoe Carnival
Centre at Riverchase	1986	2008	Birmingham, AL	Birmingham - Hoover	132,474	86.8	%		1,369		11.92	Staples, Guitar Center, AutoZone
Crossroads South	1987		Jonesboro, GA	Atlanta - Sandy Springs - Marietta	211,178	85.5	%		1,313		7.26	Kmart, Kroger, Rainbow
Winchester Court	1987	2001	Memphis, TN	Memphis	257,652	69.6	%		1,282		7.15	Winchester Farmer’s Market, Memphis Furniture, CVS
Lawrenceville Town Center(6)	1988	1990/2005/ 2009	Lawrenceville, GA	Atlanta - Sandy Springs - Marietta	188,326	86.5	%		1,268		7.78	Kroger, Georgia Theatre, Rainbow	Gwinnet County
Holcomb 400	1985	2004	Roswell, GA	Atlanta - Sandy Springs - Marietta	103,616	90.5	%		1,257		13.41	LA Fitness, Ballard Backroom
Tower Shopping Center(6)	1976	2005/2007	Raleigh, NC	Raleigh - Cary	152,266	97.3	%		1,184		7.93	Food Lion, Big Lots, Conway Stores, Kerr Drugs
Whiterock Marketplace	1974	2009	Dallas, TX	Dallas - Fort Worth - Arlington	173,376	73.5	%		1,128		8.48	Marshalls, Ross Dress for Less, Anna’s Linens	Home Depot, Big Lots
Peachtree Parkway Plaza	1985		Norcross, GA	Atlanta - Sandy Springs - Marietta	95,509	90.1	%		1,056		12.27	Goodwill, Dollar General
College Plaza	1984	2005	Fort Myers, FL	Cape Coral - Ft. Myers	83,711	87.9	%		1,054		11.88	Fifth Third Bank
Greystone Village	1986	2009	Raleigh, NC	Raleigh - Cary	85,665	90.3	%		1,051		13.59	Food Lion, City of Raleigh

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Property Name	Year Built	Year Renovated	Location	Metropolitan Statistical Area	Total GLA(1)	Percent Leased(2)	Annualized Base  Rent(2)(3)		Annualized Base Rent Per Leased Square Foot(4)		Anchors	Shadow Anchor(5)
							(in thousands)
Marketplace at Palm Bay	1987		Palm Bay, FL	Palm Bay - Melbourne - Titusville	149,752	92.6%		1,041		7.51	Winn-Dixie, Beall’s Outlet, Health First Pro Health
Riverdale Crossing	1984	1996	Riverdale, GA	Atlanta - Sandy Springs - Marietta	92,786	95.9%		1,013		11.17	Publix, Aaron’s, Rainbow
Five Forks Corners	1996		Lilburn, GA	Atlanta - Sandy Springs - Marietta	88,646	98.4%		977		11.20	Publix, Fitness 19, Dollar Tree
Fulton Crossing	1992	1995/1998	Corinth, MS	Memphis	179,905	95.6%		956		5.56	Kmart, Kroger, Advance Auto Parts
Tree Trail Village	1993	2008	Norcross, GA	Atlanta - Sandy Springs - Marietta	99,236	81.6%		932		11.51	Publix, Family Dollar
Brookwood Village	1924		Atlanta, GA	Atlanta - Sandy Springs - Marietta	28,774	100.0%		742		25.78	CVS
Butler Square	1987	2000	Mauldin, SC	Greenville - Mauldin - Easley	82,400	92.5%		739		9.70	Bi-Lo Supermarket, Dollar Tree
North Pointe	1997		Columbia, SC	Columbia	64,255	97.5%		650		9.80	Publix
Bethesda Walk	2003		Lawrenceville, GA	Atlanta - Sandy Springs - Marietta	68,271	85.9%		647		11.03	Publix (dark)
South Square Marketplace	1993		Charlotte, NC	Charlotte - Gastonia - Concord	72,219	95.6%		628		9.10	Compare Foods, CATO
Rockbridge Place	1984		Stone Mountain, GA	Atlanta - Sandy Springs - Marietta	74,768	96.4%		594		8.24	Food Depot, CVS
Cobb Center	1971		Smyrna, GA	Atlanta - Sandy Springs - Marietta	69,546	90.1%		590		9.29	Publix	Imagine Schools
Amelia Plaza	1978	1986/2000	Fernandina Beach, FL	Jacksonville	91,627	83.6%		587		7.66	Winn-Dixie, Dollar Tree	Walmart
Marketplace at Ocala	1998		Ocala, FL	Ocala	74,692	88.8%		581		8.66	Winn-Dixie, Dollar General
Poplar Springs	1995		Duncan, SC	Spartanburg	64,038	89.6%		552		9.62	Publix
Armstrong Plaza	1996	1999	Fountain Inn, SC	Greenville - Mauldin - Easley	57,838	97.4%		538		9.56	Bi-Lo Supermarket
Swift Creek Plaza	1996		Garner, NC	Raleigh - Cary	56,890	95.8%		525		9.64	Food Lion
Broad River Center	1996	2000	Columbia, SC	Columbia	48,650	100.0%		482		8.99	Food Lion, CVS, Family Dollar
Indian Creek Crossing	1994		Stone Mountain, GA	Atlanta - Sandy Springs - Marietta	63,650	88.5%		468		8.31	Super Save Foods, Family Dollar
Gulfdale Plaza	1963	1980/1983	Mobile, AL	Mobile	94,712	78.4%		440		5.92	Food World, Burke’s Outlet, Family Dollar
Shields Plaza	1996		Huntsville, AL	Huntsville	79,240	33.1%		162		6.17	Rite Aid, Dollar General
Subtotal: Southeast					4,683,865	86.7%	$	38,093	$	9.17

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Property Name	Year Built	Year Renovated	Location	Metropolitan Statistical Area	Total GLA(1)	Percent Leased(2)		Annualized Base  Rent(2)(3)		Annualized Base Rent Per Leased Square Foot(4)		Anchors	Shadow Anchors(5)
								(in thousands)
Northeast
Beach Shopping Center(6)	1956	1957/2003/ 2004	Peekskill, NY	New York - Northern NJ - Long Island	226,584	89.7	%	$	4,103	$	20.26	Super Stop & Shop, Planet Fitness, CVS, Dollar Tree, Advance Auto Parts
Tri-City Plaza	1965	2007/2008	Vernon, CT	Hartford - West Hartford - East Hartford	300,038	95.4	%		3,850		13.46	Price Chopper, Stop & Shop, Home Goods, Staples, T.J. Maxx, Harbor Freight Tools, Dollar Tree
Mid Valley Mall	1950	2001	Newburgh, NY	Poughkeepsie - Newburgh - Middletown	244,378	88.7	%		2,810		12.73	Price Chopper, A.J. Wright, Dollar Tree, Pay Half, Planet Fitness
Orange Promenade(6)	1960	1990/2002/ 2003/2005/ 2006	Orange, CT	New Haven - Milford	247,611	97.9	%		2,758		11.38	LA Fitness, Burlington Coat Factory, K&G Superstore, Staples, Dollar Tree
Alpine Commons(6)	1993		Wappingers Falls, NY	New York - Northern NJ - Long Island	209,200	93.0	%		2,337		12.01	BJ’s Wholesale Club, Super Stop & Shop, A.C. Moore
Prospect Plaza(6)	1965	2007	Hartford, CT	Hartford - West Hartford - East Hartford	140,555	100.0	%		2,069		14.72	Shaw’s Supermarket (dark), Rainbow
Mahopac Village Center(6)	1970	2006	Mahopac, NY	Hartford - West Hartford - East Hartford	148,966	95.1	%		2,040		14.39	Super A&P, Rite Aid
Putnam Place(6)	1970	2009	Hamden, CT	New Haven - Milford	151,804	98.0	%		1,875		12.10	Super Stop & Shop, A.J. Wright, Family Dollar, Conway Stores, Rainbow
Riverside Plaza	1970		Keene, NH	Manchester - Nashua	217,936	95.2	%		1,737		8.38	Walmart, Shaw’s Supermarket, Brook’s Pharmacy
Bath Shopping Center	1978		Bath, ME	Portland - South Portland - Biddeford	101,124	88.3	%		1,593		17.85	Shaw’s Supermarket, CVS
Shaw’s Plaza(6)	1989		Providence, RI	Providence - New Bedford - Fall River	121,660	80.1	%		1,432		14.69	Shaw’s Supermarket (dark)
Torrington Commons	1990		Torrington, CT	Hartford - West Hartford - East Hartford	128,781	87.5	%		1,400		12.43	Super Stop & Shop, JC Penney
Imperial Plaza(6)	1968	2009	Wappingers Falls, NY	Poughkeepsie - Newburgh - Middletown	117,346	91.6	%		1,265		11.34	Big Lots, Planet Fitness, Rite Aid	Home Depot
Mall at 59(6)	1988		Nanuet, NY	New York - Northern NJ - Long Island	56,275	95.7	%		1,045		19.40	P.C. Richard & Son
Key Road Plaza	1965	2009	Keene, NH	Manchester - Nashua	83,634	98.4	%		1,017		12.36	T.J. Maxx, Staples, PETCO, Dollar Tree
Namco Plaza	1987		Seekonk, MA	Boston - Cambridge - Quincy	101,782	81.3	%		750		9.06	Namco, Dollar Tree, Outback Steakhouse
Subtotal: Northeast					2,597,674	92.7	%	$	32,081	$	13.23

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Property Name	Year Built	Year Renovated	Location	Metropolitan Statistical Area	Total GLA(1)	Percent Leased(2)		Annualized Base  Rent(2)(3)		Annualized Base Rent Per Leased Square Foot(4)		Anchors	Shadow Anchors(5)
								(in thousands)
Midwest
Fort Steuben Mall	1974		Steubenville, OH	Weirton - Steubenville	694,416	84.5	%	$	4,432	$	7.50	Walmart Supercenter, Sears, JC Penney, Dick’s Sporting Goods, Carmike Cinemas	Macy’s
Northland Plaza	1988	2004	DeKalb, IL	Chicago - Naperville - Joliet	303,100	93.6	%		2,884		10.16	JC Penney, Carson Pirie Scott, Borders, PetSmart, Sears Appliance Store, Bed, Bath & Beyond
Northern Lights Shopping Center(6)	1954	2006/2009	Columbus, OH	Columbus	383,247	81.9	%		2,858		9.10	Kroger, Sears Outlet Stores, A.J. Wright, Citi Trends, Family Dollar
University Place(6)	1974	2007	Carbondale, IL	Cape Girardeau - Jackson -	245,159	78.1	%		2,218		10.28	Dick’s Sporting Goods, Kerasotes Theater, Best Buy, T.J. Maxx, ALDI, PETCO, Shoe Carnival, Dollar Tree	Barnes & Noble
Midtown Plaza	1961	1991/2009	Parma, OH	Cleveland - Elyria - Mentor	239,226	93.8	%		2,011		8.56	Outlet Marketplace, Marc’s, OfficeMax, Fashion Bug, Aaron’s
West River Centre	1989	2009	Farmington Hills, MI	Detroit - Warren - Livonia	291,333	96.4	%		1,916		6.82	Target, Kohl’s, Dipson Theatres, Dunham’s Sports, OfficeMax, Family Dollar
Crossroads Shopping Center	1991		Schererville, IN	Chicago - Naperville - Joliet	152,134	96.4	%		1,887		12.27	Strack & Van Til, Fashion Bug, Dress Barn	Walmart
Ultra Highland Plaza	1959	1985	Highland, IN	Chicago - Naperville - Joliet	273,715	86.3	%		1,719		7.13	Ultra Foods, A.J. Wright, Big Lots, Dollar General
Fayette Place(6)	1986		Lexington, KY	Lexington - Fayette	104,892	100.0	%		1,671		12.93	Marshalls, Shoe Carnival, Dollar Tree
Skytop Plaza	1999		Cincinnati, OH	Cincinnati - Middletown	133,631	86.9	%		1,592		13.72	Bigg’s Supermarket, Urban Active Fitness
High Ridge Centre	1993	1994	Racine, WI	Racine	260,664	88.7	%		1,539		6.65	Home Depot, Kmart, OfficeMax	Babies R Us, Toys R Us
Marketplace Shopping Center(6)	1988	2008	Fairview Heights, IL	Detroit - Warren - Livonia	210,500	98.2	%		1,535		7.43	Burlington Coat Factory, Best Buy, Shoe Carnival, Citi Trends, Golf Galaxy, Dollar Tree, David’s Bridal
University Park	1988		Des Moines, IA	Des Moines - West Des Moines	109,434	83.9	%		1,177		12.82	Babies R Us, Jo-Ann Fabrics, David’s Bridal	Toys R Us
Nora Corners	1985	2001	Indianapolis, IN	Indianapolis - Carmel	93,940	77.2	%		907		12.51	Marsh Supermarket
River Pointe Mall(6)	1989		Madison, IN	Louisville - Jefferson County	173,076	95.3	%		803		4.87	Kroger, Tractor Supply Company, Peebles, JC Penney	Walmart Supercenter
King City Square	1996		Mt. Vernon, IL	St. Louis	94,428	85.3	%		717		8.90	Kroger, Dollar Tree
Coral Plaza	1985		Oak Lawn, IL	Chicago - Naperville - Joliet	49,882	82.8	%		676		16.37	Cardinal Fitness, FedEx Kinko’s
Merchants Crossing	1972		Jackson, MI	Jackson	110,070	96.1	%		631		5.96	Kroger, Big Lots, Family Dollar
Wing Park Shopping Center	1974	1987	Elgin, IL	Chicago - Naperville - Joliet	86,767	37.1	%		316		9.82	Family Dollar, Walgreens
Subtotal: Midwest					4,009,614	87.6	%	$	31,489	$	8.74

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Property Name	Year Built	Year Renovated	Location	Metropolitan Statistical Area	Total GLA(1)	Percent Leased(2)		Annualized Base  Rent(2)(3)		Annualized Base Rent Per Leased Square Foot(4)		Anchors	Shadow Anchors(5)
								(in thousands)
Mid-Atlantic
Eastover Shopping Center(6)	1957	2007	Oxon Hill, MD	Washington - Arlington - Alexandria	268,032	93.8	%	$	3,727	$	14.44	Giant Food, Dollar Tree, CVS, Anna’s Linens, Rainbow
Century Square Shopping Center(6)	1991	2007	West Mifflin, PA	Pittsburgh	415,613	94.5	%		3,096		7.88	Levin Furniture, Roomful Express, Shop ‘n Save, PetSmart, Carmike Cinemas, Office Depot, Dunham’s Sports, Dollar Tree
Levittown Town Center(6)	2004	2009	Levittown, PA	Philadelphia - Camden - Wilmington	166,999	84.7	%		2,702		19.11	Ross Dress for Less, Advance Auto Parts, Dollar Tree, Firestone	Walmart Supercenter, Home Depot
Mount Clare Junction(6)	1987	2006	Baltimore, MD	Baltimore - Towson	236,529	80.9	%		2,576		13.46	Safeway, Family Dollar, State of Maryland, University of Maryland
Oxon Hill Plaza(6)	1965		Oxon Hill, MD	Washington - Arlington - Alexandria	141,955	98.9	%		1,964		13.63	Shoppers Food Warehouse, A.J. Wright, Family Dollar, Advance Auto Parts
Williamsburg Shopping Center(6)	1961	2002/2004	Williamsburg, VA	Virginia Beach - Norfolk - Newport News	249,095	82.1	%		1,868		9.14	Bloom Supermarket, Stein Mart, Marshalls, CVS, Books-A-Million, Ace Hardware
Loch Raven Plaza	1962	1974	Towson, MD	Baltimore - Towson	142,327	81.7	%		1,230		10.57	Superfresh (dark), Dollar Tree, Firestone
Cypress Point	1990		Virginia Beach, VA	Virginia Beach - Norfolk - Newport News	117,907	87.1	%		897		8.73	Farm Fresh, Family Dollar
Shops at Aramingo(6)	1985	1986	Philadelphia, PA	Philadelphia - Camden - Wilmington	70,500	97.7	%		799		11.59	Save-A-Lot, Dollar Tree
Southwest Plaza	1987	2000	Roanoke, VA	Roanoke	84,184	81.6	%		790		11.19	Food Lion
West Broad Commons	1985	1998	Richmond, VA	Richmond	103,308	67.2	%		706		10.17	Food Lion
The Village Courts	1986	1995	Lynchburg, VA	Lynchburg	77,576	92.1	%		702		9.82	Kroger
Ridgewood Farm	1989		Roanoke, VA	Roanoke	72,973	85.3	%		591		9.50	Kroger
Subtotal: Mid-Atlantic					2,146,998	87.6	%	$	21,648	$	11.42
Total					13,438,151	88.3	%	$	123,311	$	10.22

(1) GLA represents all square footage owned and excludes GLA for shadow anchors.

(2) Includes leases signed but not commenced as of March 31, 2010 representing 327,216 square feet of GLA and $3.7 million of Annualized Base Rent.

(3) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements and including Annualized Base Rent attributable to ground leases of approximately $2.0 million. Our leases generally do not provide for abatements or free rent discounts.

(4) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent less Annualized Base Rent attributable to ground leases (approximately $2.0 million) divided by Leased GLA.

(5) At some properties, one or more retailers may be situated on parcels that are owned by unrelated third parties but are located within or immediately adjacent to the shopping center. To the consumer, these shadow anchors appear as another retail tenant of the shopping center, and as a result, attract additional customer traffic to the center.

(6) Indicates a property that is protected under the tax protection agreements. For a description of the tax protection agreements, see “Certain Relationships and Related Transactions—Tax Protection Agreements.”

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Lease Expirations

The following table sets forth a summary schedule of lease expirations for signed leases as of March 31, 2010 for each of the ten calendar years beginning with the year ending December 31, 2010 and thereafter in our portfolio. The information set forth in the table assumes that tenants exercise no renewal options and no early termination rights.

Lease Expiration Year	Expiring Square Feet(1)	Percent of Total Expiring Square Feet		Number of Expiring Leases	Annualized Base  Rent(1)(2)		Annualized Base Rent Per Leased Square Foot(3)		Percent of Annualized Base Rent
					(in thousands)
2010 (April 1, 2010 to December 31, 2010)	955,367	8.1	%	260	$	11,077	$	11.59	9.0	%
2011	1,427,890	12.0	%	269		15,008		10.51	12.2	%
2012	1,520,119	12.8	%	246		15,241		10.03	12.4	%
2013	1,202,819	10.1	%	218		13,599		11.31	11.0	%
2014	1,186,039	10.0	%	162		13,320		11.23	10.8	%
2015	1,249,874	10.5	%	106		12,538		10.03	10.1	%
2016	1,109,658	9.4	%	45		9,271		8.35	7.5	%
2017	559,924	4.7	%	28		5,916		10.57	4.8	%
2018	732,417	6.2	%	38		6,925		9.45	5.6	%
2019	330,351	2.8	%	31		3,909		11.83	3.2	%
Thereafter	1,590,233	13.4	%	74		16,507		10.38	13.4	%
Total	11,864,691	100.0	%	1,477	$	123,311	$	10.22	100.0	%

(1) Includes leases signed but not commenced as of March 31, 2010 representing 327,216 square feet of GLA and $3.7 million of Annualized Base Rent.

(2) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements and including Annualized Base Rent attributable to ground leases of approximately $2.0 million. Our leases generally do not provide for abatements or free rent discounts.

(3) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent less Annualized Base Rent attributable to ground leases (approximately $2.0 million) divided by Leased GLA.

Lease Distribution

The following table sets forth information relating to the distribution of leases in our portfolio, based on rentable GLA leased as of March 31, 2010.

GLA Under Lease	Number of  Leases(1)	Leases as Percent of  Total		GLA(1)	Annualized Base  Rent(1)(2)		Percent of Annualized Base Rent
					(in thousands)
Ground Lease	47	3.2	%	—	$	2,032	1.6	%
2,500 or less	720	48.7	%	1,074,221		19,436	15.8	%
2,501–10,000	482	32.6	%	2,397,926		33,006	26.8	%
10,001–20,000	71	4.8	%	950,242		10,092	8.2	%
20,001–40,000	79	5.3	%	2,217,125		18,399	14.9	%
40,001–100,000	68	4.6	%	3,946,398		33,661	27.3	%
Greater than 100,000	10	0.7	%	1,278,779		6,685	5.4	%
Total	1,477	100.0	%	11,864,691	$	123,311	100.0	%

(1) Includes 51 leases signed but not commenced as of March 31, 2010 representing 327,216 square feet of GLA and $3.7 million of Annualized Base Rent.

(2) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements. Our leases generally do not provide for abatements or free rent discounts.

We generally utilize our own standard form lease for small-shop tenants, and work to develop conforming leases with those national and anchor tenants that require the use of their own form lease. We have successfully negotiated conforming leases with approximately 35 national retailers including Advance Auto Parts, Inc., CVS, Dollar Tree,

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Kroger, Ross Stores, Sally Beauty Supply, Stop & Shop, The TJX Companies and Walgreens. We work to incorporate as many of our standard provisions as possible when we develop conforming leases or when we do not use our form lease.

Non-anchor leases will typically be triple net where the tenant pays base rent plus their share of the real estate taxes, insurance costs and common area maintenance costs of the center. Common area maintenance costs will generally include a property management fee reimbursement, administrative fee reimbursement or both. Base rent will typically increase on an annual basis by a specified percentage.

The term of the leases will vary, but are typically between three to five years for small-shop tenants and between five to ten years or longer for national and anchor tenant leases. It is not uncommon for the tenant to have one or more options to extend the term of the lease, although this is generally more often the case with national and anchor tenants.

Most leases will involve some work to be done by the landlord before the space is delivered to the tenant, which may range from simply placing the utility systems in good working order to building out and delivering basic to complete tenant installations. At times we may give the tenant a construction allowance in lieu of the landlord performing work, although the allowance will only be payable after all of the tenant’s work has been completed and the tenant has delivered all required supporting documentation (e.g., affidavit as to costs, lien waivers, copies of invoices, and a certificate of occupancy).

Tenant Improvement Costs and Leasing Commissions

The following table sets forth certain information regarding tenant improvement and leasing commission costs for tenants at the properties in our portfolio through March 31, 2010.

	Three Months Ended March 31, 2010		Year Ended December 31,
			2009		2008		2007
New Leases(1)
Number of leases signed		24		93		90		71
GLA		177,609		359,599		351,996		310,738
Leasing commission costs per square foot(2)	$	2.94	$	0.49	$	1.57	$	1.68
Tenant improvement costs per square foot(3)	$	20.02	$	9.97	$	13.89	$	12.95
Tenant improvement costs per square foot per lease year(4)	$	2.29	$	1.47	$	1.81	$	1.84
Total combined leasing commission costs and tenant improvement costs per square foot(2) (3)	$	22.96	$	10.46	$	15.46	$	14.63
Renewals(5)
Number of leases signed		44		167		158		116
GLA		255,307		935,721		630,343		568,986
Total tenant improvement and leasing commission costs per square foot	$	0.00	$	0.00	$	0.00	$	0.00
Total New Leases and Renewals
Number of leases signed		68		260		248		187
GLA		432,916		1,295,320		982,339		879,724
Leasing commission costs per square foot(2)	$	1.21	$	0.14	$	0.56	$	0.59
Tenant improvement costs per square foot(3)	$	8.21	$	2.77	$	4.98	$	4.57
Total combined leasing commission costs and tenant improvement costs per square foot(2)	$	9.42	$	2.91	$	5.54	$	5.16

(1) Does not include retained tenants that have relocated or expanded into new space within our portfolio. Does not include tenant improvement and leasing commission costs for properties in redevelopment including Levittown Town Center, Sprayberry Square, University Place and Whiterock Marketplace, as well as for newly created GLA at Fort Steuben Mall, Key Road Plaza, Midtown Plaza and University Place.

(2) Presents all leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid. Leasing commission costs for the three months ended March 31, 2010 reflect estimates of such costs not yet paid, and leasing commission costs for the year ended December 31, 2009 included estimates for leasing commission costs not yet paid.

(3) Presents estimates of tenant improvement costs with respect to each lease made by our management for budgeting purposes at the time the lease was signed, based on the contractual obligations under such lease, which may be different than the period in which they were actually paid.

(4) Represents estimates of tenant improvement costs per square foot divided by the number of years of primary lease term.

(5) Includes retained tenants that have relocated or expanded into new space within our portfolio. Lease renewals are shown in the period the prior term expires.

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Historical Capital Expenditures

The following table sets forth certain information regarding historical recurring capital expenditures at the properties in our portfolio through March 31, 2010.

	Three Months  Ended March 31, 2010		Year Ended December 31,
			2009		2008		2007
Recurring capital expenditures	$	76,033	$	1,986,721	$	1,134,849	$	1,182,306
Total GLA		13,438,151		13,433,819		13,341,212		13,128,889
Recurring capital expenditures per square foot(1)	$	0.02	$	0.15	$	0.09	$	0.09

(1) Recurring capital expenditures per square foot for the three months ended March 31, 2010 is annualized.

Due to the number of assets in our portfolio, recurring capital expenditures can vary year to year due to the nature of when physical improvements to the structures are needed. With respect to the increase in costs for the year ended December 31, 2009 in comparison to the year ended December 31, 2008, costs of approximately $787,000 were incurred for parking lot paving, roof improvements and new ventilation systems for our property located in Orange, Connecticut.

Tenant Diversification

As of March 31, 2010, our portfolio of shopping centers was leased to a diverse base of more than 1,300 tenants. The following table sets forth information regarding the ten largest tenants in our portfolio based on Annualized Base Rent as of March 31, 2010, after giving effect to the formation transactions.

Tenant	Number of Stores	Total GLA	GLA as a Percent of Total		Annualized Base  Rent(1)		Percent of Annualized Base Rent		Type of Business
					(in thousands)
Ahold USA	6	349,049	2.6	%	$	5,619	4.6	%	Grocer
Supervalu(2)	9	488,247	3.5	%		4,594	3.7	%	Grocer
Kroger	9	477,735	3.6	%		3,357	2.7	%	Grocer
Publix Super Markets(3)	8	386,107	2.9	%		3,265	2.6	%	Grocer
Sears Holdings	7	563,016	4.2	%		2,853	2.3	%	Apparel/Home Furnishings
Wal-Mart	3	513,139	3.8	%		2,794	2.2	%	Discount
The TJX Companies	13	344,545	2.6	%		2,664	2.2	%	Off Price/ Apparel/Home Fashions
Dollar Tree	22	213,218	1.6	%		2,298	1.9	%	Discount
LA Fitness	3	131,466	1.0	%		2,166	1.8	%	Fitness Center
Price Chopper	2	172,713	1.3	%		2,098	1.7	%	Grocer
Total	82	3,639,235	27.1	%	$	31,708	25.7	%

(1) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements. Our leases generally do not provide for abatements or free rent discounts.

(2) Includes Shaw’s Supermarket (54,097 square feet) at Shaw’s Plaza that has ceased operations; Shaw’s has primary lease term remaining through December 31, 2014. Includes Shaw’s Supermarket (70,000 square feet) at Prospect Plaza that has ceased operations; Shaw’s has a primary lease term remaining through July 31, 2013.

(3) Includes Publix Super Market (44,271 square feet) at Bethesda Walk that has ceased operations; Publix Super Markets has primary lease term remaining through May 31, 2023.

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Annualized Historical Leasing Activity

The following table sets forth certain historical information regarding tenants that have signed leases at or prior to its expiration at the properties in our portfolio through March 31, 2010.

	Three  Months Ended March 31, 2010		Year Ended December 31,
			2009		2008		2007
New Leases(1)
Number of leases		24		93		90		71
GLA leased (square feet at end of period)		177,609		359,599		351,996		310,738
New base rent per square foot(2)	$	9.58	$	11.06	$	13.33	$	12.01
Renewals(3)(4 )
Number of leases		44		167		158		116
GLA leased (square feet at end of period)		255,307		935,721		630,343		568,986
New base rent per square foot(2)	$	8.73	$	11.05	$	11.14	$	11.11
Total New Leases and Renewals
Number of leases		68		260		248		187
GLA leased (square feet at end of period)		432,916		1,295,320		982,339		879,724
New base rent per square foot(2)	$	9.08	$	11.05	$	11.92	$	11.43

(1) Does not include retained tenants that have relocated or expanded into new space within our portfolio. Does not include new leases for properties in redevelopment including Levittown Town Center, Sprayberry Square, University Place and Whiterock Marketplace, as well as for newly created GLA at Fort Steuben Mall, Key Road Plaza, Midtown Plaza and University Place.

(2) Based upon GLA of signed leases for the period presented.

(3) Includes retained tenants that have relocated or expanded into new space within our portfolio.

(4) Lease renewals are shown in the period the prior term expires.

Historical Percentage Leased and Rental Rates

The following table sets forth, as of the indicated dates, the percentage leased, Annualized Base Rent per leased square foot and total area GLA for the properties in our portfolio through March 31, 2010.

Date	Total GLA(1)	Percent Leased(2)		Annualized Base Rent  Per Leased Square Foot(2)(3)
March 31, 2010	13,438,151	88.3	%	$	10.22
December 31, 2009	13,433,819	88.1	%		10.26
December 31, 2008	13,341,212	89.7	%		10.12
December 31, 2007	13,128,889	90.4	%		9.92
December 29, 2006	10,267,321	89.1	%		9.82
December 30, 2005	6,893,810	88.8	%		9.99
December 31, 2004	5,739,648	92.5	%		9.49

(1) GLA represents all square footage owned.

(2) Includes leases signed but not commenced as of the end of the periods presented.

(3) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent (which represents annualized monthly base rent under leases signed for the periods presented excluding tenant reimbursements ) less Annualized Base Rent attributable to ground leases (approximately $2.0 million as of March 31, 2010) divided by Leased GLA. Our leases generally do not provide for abatements or free rent discounts.

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Anchor Detail

The following table sets forth information relating to anchor diversification by industry based on annualized base rent as of March 31, 2010.

	Grocery Centers
Region	Number of Properties	Total GLA	Percent of Total		Percent Leased		Annualized Base  Rent(1)		Percent of Total		Annualized Base Rent  Per Leased  Square Foot(2)
							(in thousands)
Northeast	11	1,991,026	14.8	%	92.4	%	$	25,247	20.5	%	$	13.63
Southeast	27	3,101,942	23.1	%	89.4	%		25,067	20.3	%		8.86
Mid-Atlantic	11	1,837,672	13.7	%	88.4	%		17,716	14.4	%		10.81
Midwest	9	1,653,467	12.3	%	88.4	%		13,125	10.6	%		8.84
Total	58	8,584,107	63.9	%	89.7	%	$	81,155	65.8	%	$	10.41

(1) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements and including Annualized Base Rent attributable to ground leases of approximately $2.0 million. Our leases generally do not provide for abatements or free rent discounts.

(2) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent less Annualized Base Rent attributable to ground leases (approximately $2.0 million) divided by Leased GLA.

	Big Box(1)
Region	Number of Properties	Total GLA	Percent of Total		Percent Leased		Annualized Base  Rent(2)		Percent of Total		Annualized Base Rent Per Leased Square Foot(3)
							(in thousands)
Midwest	7	2,114,606	15.7	%	88.6	%	$	15,701	12.7	%	$	8.23
Southeast	5	1,063,073	7.9	%	83.6	%		7,300	5.9	%		8.05
Northeast	3	448,591	3.3	%	96.3	%		5,040	4.1	%		11.56
Mid-Atlantic	1	166,999	1.2	%	84.7	%		2,702	2.2	%		19.11
Total	16	3,793,269	28.2	%	87.9	%	$	30,743	24.9	%	$	9.08

(1) “Big Box” tenants, as determined by management, are typically national retailers such as Staples, The TJX Companies, Best Buy and Ross Stores that occupy approximately 20,000-100,000 square feet or more of GLA and offer consumers a variety of products from sporting goods to clothing and apparel to consumer electronics to office products.

(2) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements and including Annualized Base Rent attributable to ground leases of approximately $2.0 million. Our leases generally do not provide for abatements or free rent discounts.

(3) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent less Annualized Base Rent attributable to ground leases (approximately $2.0 million) divided by Leased GLA.

	Other(1)
Region	Number of Properties	Total GLA	Percent of Total		Percent Leased		Annualized Base  Rent(2)		Percent of Total		Annualized Base Rent  Per Leased  Square Foot(3)
							(in thousands)
Southeast	6	518,850	3.9	%	77.3	%	$	5,725	4.6	%	$	13.82
Midwest	3	241,541	1.8	%	73.9	%		2,663	2.2	%		13.17
Northeast	2	158,057	1.2	%	86.5	%		1,795	1.5	%		13.14
Mid-Atlantic	1	142,327	1.1	%	81.7	%		1,230	1.0	%		10.57
Total	12	1,060,775	7.9	%	78.5	%	$	11,413	9.3	%	$	13.12

(1) “Other” tenants, as determined by management, are typically national or regional drug stores (CVS or Walgreens), dollar stores (Dollar Tree, Family Dollar, Dollar General), health clubs (LA Fitness), and other national retailers occupying approximately 5,000-19,000 square feet of gross leasable area.

(2) Annualized Base Rent represents annualized monthly base rent under leases signed as of March 31, 2010 excluding tenant reimbursements and including Annualized Base Rent attributable to ground leases of approximately $2.0 million. Our leases generally do not provide for abatements or free rent discounts.

(3) Annualized Base Rent Per Leased Square Foot equals Annualized Base Rent less Annualized Base Rent attributable to ground leases (approximately $2.0 million) divided by Leased GLA.

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Excluded Properties and Businesses

Mr. Adam Ifshin and certain other members of our senior management team own interests in seven additional shopping centers and one office building that will not be contributed to us in the formation transactions, which we refer to collectively as the excluded properties. In addition, Mr. Adam Ifshin is the sole stockholder of First Man Investment Securities Corp., an entity that is a registered placement agent. Messrs. Adam Ifshin and Stephen Ifshin also control Infill Development, LLC, primarily a stand-alone development business, that may continue to develop primarily single tenant stand-alone properties for Walgreens. Messrs. Adam Ifshin and Stephen Ifshin each own 50% of the membership interests in UrbanCore Development, LLC, a commercial real estate consulting and development company focused on mixed-use commercial sites in urban markets. Each of these businesses will not be contributed to us in the formation transactions and we refer to them as the excluded businesses. Pursuant to our management agreements with subsidiaries of Infill Development, LLC, we have been designated as the exclusive property manager for all properties owned by Infill Development, LLC, and will provide construction management and leasing services to, Infill Development, LLC on what we believe to be market terms. Pursuant to management agreements between our company and the excluded entities, we have been designated as the exclusive property and redevelopment manager and leasing agent for the excluded properties on what we believe to be market terms. Each of these management agreements may be terminated by subsidiaries of Infill Development, LLC or the excluded entity, as the case may be, for cause, as defined in the applicable management agreement, in the event of a sale of the property being managed pursuant to such management agreement, or if Mr. Adam Ifshin ceases, for any reason whatsoever, to be our Chief Executive Officer.

Indebtedness

Upon completion of this offering and the formation transactions, we expect to have approximately $680.1 million of total outstanding consolidated debt (based on March 31, 2010 outstanding balances), excluding amounts outstanding under our senior secured revolving credit facility. This indebtedness will be comprised of 47 mortgage loans secured by 44 of our properties. A total of $2.0 million of scheduled loan principal payments will be due on this indebtedness from March 31, 2010 through the estimated consummation date of this offering. Upon completion of this offering and the formation transactions other than amounts under our senior secured revolving credit facility, we expect that almost all of our total indebtedness upon completion of this offering will be subject to fixed interest rates. The weighted average interest rate on the fixed rate indebtedness is expected to be 5.7% per annum. For a description of our senior secured revolving credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Indebtedness to be Outstanding After This Offering.”

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The following table sets forth certain information with respect to the indebtedness, excluding amounts outstanding under our senior secured revolving credit facility, that we expect will be outstanding after this offering and the formation transactions, as of the completion of this offering.

Property	Stated Interest Rate		Principal Balance as of March 31, 2010		Debt Service For The 12 Months Ended March 31, 2010		Maturity Date	Estimated Balance At Maturity
			(in thousands)		(in thousands)			(in thousands)
Ocean East Mall	7.01	%	$	8,379	$	738	4/1/2012	$	8,056
Coral Plaza	6.50	%		4,154		349	8/1/2012		3,955
Nora Corners	6.23	%		7,573		620	10/1/2012		7,174
Shops at Aramingo	6.05	%		3,415		275	11/1/2012		3,225
Oxon Hill Plaza	5.81	%		12,174		952	4/1/2013		11,376
Marketplace Shopping Center	5.50	%		9,696		736	5/11/2013		9,017
Orange Promenade	6.00	%		16,930		1,241	8/1/2013		16,123
Loch Raven Plaza	5.50	%		7,820		586	1/1/2014		7,172
Imperial Plaza	6.00	%		6,407		507	5/1/2014		5,856
West River Centre	5.54	%		17,961		1,293	7/1/2014		16,534
Fayette Place	5.28	%		13,702		957	10/1/2014		12,542
Mahopac Village Center	5.62	%		17,160		1,243	9/11/2014		15,768
Torrington Commons (Note A)	5.52	%		13,001		932	9/11/2014		11,931
Torrington Commons (Note B)	12.75	%		842		111	9/11/2014		822
Williamsburg Shopping Center	5.57	%		20,962		1,510	9/11/2014		19,249
Crossroads Shopping Center	5.40	%		15,497		1,078	11/11/2014		14,245
Holcomb 400	5.32	%		10,261		708	11/11/2014		9,422
Skytop Plaza(1)	4.94	%		12,638		659	12/1/2014		13,345
Beach Shopping Center	5.25	%		38,756		2,651	12/11/2014		35,507
Northern Lights Shopping Center	5.45	%		24,108		1,680	2/1/2015		22,085
Prospect Plaza	5.22	%		18,302		1,242	4/11/2015		16,671
Merchants Crossing (Note A)	5.49	%		6,765		472	5/11/2015		6,178
Merchants Crossing (Note B)	12.75	%		427		56	5/11/2015		415
University Park	5.46	%		11,399		792	5/11/2015		10,407
University Place Outparcel(2)	5.75	%(3)		6,500		—	7/31/2015		5,785
Lawrenceville Town Center	5.30	%		10,092		720	9/11/2015		8,935
River Pointe Mall	5.10	%		8,600		439	10/11/2015		7,908
University Place	5.08	%		19,809		1,057	10/11/2015		17,980
Putnam Place (Note A)	5.80	%		15,640		1,120	11/11/2015		14,244
Putnam Place (Note B)	12.75	%		894		117	11/11/2015		866
College Plaza	5.30	%		9,731		661	12/11/2015		8,772
Alpine Commons	5.40	%		24,000		1,296	1/11/2016		22,196
Highland Plaza	5.54	%		5,431		376	3/11/2016		4,903
Midtown Plaza	6.07	%		17,700		1,074	6/11/2016		16,485
Mount Clare Junction	6.06	%		18,000		1,091	6/11/2016		16,492
Northland Plaza	6.03	%		32,700		1,972	6/11/2016		30,440
Eastover Shopping Center	6.30	%		30,900		1,946	8/1/2016		29,789
Namco Plaza	6.29	%		6,975		439	9/11/2016		6,522
Tri-City Plaza	5.93	%		40,000		2,372	10/11/2016		40,000
Akers Center	5.83	%		15,400		898	1/11/2017		14,279
Shaw’s Plaza	5.64	%		17,265		974	3/6/2017		15,994
Bath Shopping Center (Inline)	5.55	%		7,920		440	4/11/2017		7,920
Fort Steuben Mall(1)	5.62	%		40,443		2,951	7/1/2017		35,637
Ultra Plaza	6.36	%		10,250		652	8/1/2017		9,580
Key Road Plaza	5.55	%		12,880		715	7/11/2017		12,880
Riverside Plaza	5.55	%		21,200		1,177	7/11/2017		21,200
Bath Shopping Center (Shaws)	7.13	%		9,395		888	7/1/2018		78
Total			$	680,054	$	44,763		$	625,935

(1) Stated principal amount as of March 31, 2010 reflects a discount from fair value of $707 and $832 for Skytop Plaza and Fort Steuben Mall, respectively. Balance at maturity reflects face value of notes.

(2) As of March 31, 2010, we had a $5,500 mortgage outstanding on this property. We have received an executed commitment letter from the lender to modify and extend this mortgage which will increase the principal amount by $1,000, which we expect to close on or prior to the closing of this offering. The information included in this table reflects the modification and extension of this mortgage.

(3) Reflects the interest rate as of July 7, 2010 based on the terms set forth in the lender’s commitment letter. The stated interest rate equals the lender’s cost of funds plus 325 bps, with a minimum total interest of 5.75%.

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Underwriting and Due Diligence Process

Our underwriting process includes the review of all available material information about a potential acquisition. This typically includes reviewing existing leases and tenant files and reviewing historical financial statements and records, operating expenses, utility bills, real estate taxes, tenant rent and reimbursement collections, historical new leasing and renewal activity, service contracts and to the extent appropriate, existing loan documentation. Based on these analyses, as well as our evaluation of the credit quality of the tenants at the applicable property, a detailed multi-year financial projection is developed that reflects specific rental rate and leasing assumptions for each tenant space within the property. These projections may be modified as we learn new information throughout our due diligence process prior and up to the closing of the acquisition.

Our due diligence process will include multiple site and market visits by our employees over a series of different times and days including our chief investment officer, who is responsible for determining how to proceed on the potential acquisition in consultation with our chief executive officer and chief financial officer; our executive vice president of leasing, who along with one or more leasing agents will canvass the local market and talk directly with existing and potential tenants to validate our rental and leasing assumptions; our vice president—construction management, who will review the physical condition of the property and develop detailed estimates of the potential costs of installing new tenants in existing vacancies; and our vice president—property management, who along with one or more property managers will review the performance of the vendors servicing the property. This process will also include the preparation and review of an environmental site assessment and a Phase I engineering report, title search, survey and zoning report.

Leasing

We are a leasing driven organization that focuses on maximizing the satisfaction and success of each retailer in our portfolio to accelerate the lease-up of vacant spaces and maximize the retention of our existing tenancy on accretive terms. We invest heavily in our leasing staff in order to enable our staff to devote more focus to each asset. We currently employ 19 leasing professionals, which equates to approximately one leasing professional per 700,000 square foot of GLA. Since January 1, 2007, we have added seven leasing professionals to our team. We also run an in-house development program to train and develop leasing agents.

We take a hands-on approach to increasing occupancy in our portfolio. We focus intensely on maintaining and extending relationships with our core national and regional retailers that provide value and necessity goods/products and services in order to generate repeat business with them and maximize the value of these relationships. Our leasing staff conducts regular portfolio reviews to develop new leases and expand our store counts with these retailers. In addition, with leasing offices in Atlanta, Georgia, Towson, Maryland, Chicago, Illinois and Tarrytown, New York, we regularly and actively canvass each shopping center’s retail trade area to identify and sign new leases with local tenants that offer complementary products and services to our national and anchor tenants. We believe our significant presence in many of our markets and our wide geographic focus provides us with extensive local transactional market information, enables us to leverage our pricing power in lease and vendor negotiations, and enhances our ability to identify and seize emerging investment opportunities. We provide national, regional and local tenants with innovative leasing ideas and a thoughtful tenant mix to enable them to grow their businesses.

Our in-house marketing staff supports every property with broad exposure through advertisements and marketing programs in leading trade magazines, displays at ICSC conferences, on the Internet, through social media, and in targeted mail and email campaigns to national, regional and local tenants. We believe our professional, coordinated and consistent commitment to a first class marketing and advertising program contributes to our leasing performance.

Property Management

With property management offices located in Atlanta, Georgia, Towson, Maryland, Chicago, Illinois and Tarrytown, New York, our property managers are able to develop hands-on knowledge of each asset and

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maintain stronger relationships with our existing tenancy. We utilize this knowledge to protect our investments by monitoring properties in real-time to identify and address capital issues before they can become more costly problems. We run an internal development and continuing education program for all of our property managers to keep them up to date with the latest issues and developments in the industry to enable them to provide the best possible service to our tenants and their customers at the most efficient cost.

We believe operating attractive, well maintained shopping centers draw additional tenants and consumers to our properties. We also aggressively manage common area maintenance expenses to make our shopping centers as competitive as possible for new and existing tenants. Vendor contracts are re-bid upon the acquisition of a new property and again annually thereafter (or more frequently as appropriate) in an ongoing effort to reduce common area maintenance. The results of these efforts are demonstrated by the approximately 15.7% reduction in total property expenses (excluding snow removal and salt expenses) we achieved for 34 shopping centers comprising 5.6 million square feet of GLA on a same-store basis for the five-year period from 2005 through 2009.

Construction Management

Our construction management group provides important support to our leasing department and is a critical component of our redevelopment and repositioning activities, enabling us to complete projects on time, at or below budget. The construction management group helps retailers open their businesses faster and reduces the time until rent commences by maintaining up-to-date space condition surveys and estimated budgets to deliver vacant spaces to new tenants across our portfolio. The typical installation of a new tenant into an existing vacancy may be completed in three to eight months at costs from $25,000 to $1,000,000 or more, depending upon the level of required fit and finish from basic to complete installations (typically for credit tenants on long-term leases). The group also directs the construction of new build-to-suit buildings and pad sites, which are typically completed in 12-15 months at costs from $500,000 to $1,500,000 or more.

Construction management also supports our redevelopment and repositioning activities by directing partial demolitions and rebuildings to total demolitions and ground-up buildings, which may be completed in one to three years at construction costs from $5,000,000 to $25,000,000 or more. The construction management group has extensive experience in the redevelopment of older shopping centers as well as in new construction, and applies its expertise in addressing the complications and unique costs that can occur in reworking older buildings to value engineer cost effective and solutions for our redevelopment projects. In addition, the construction management group has extensive experience in completing the redevelopment of sites that may be environmentally contaminated and environmental remediations.

Regulation

General

The properties in our portfolio are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe each of the existing properties has the necessary permits and approvals to operate its business.

Americans with Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act, or ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe the existing properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.

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Environmental Matters

Some of the properties in our portfolio contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. Also, some of the properties contain asbestos-containing building materials, or ACBM. Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. The laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. However, we have acquired, and may in the future acquire, properties or interests in properties with known adverse environmental conditions. In such circumstances, the environmental conditions are addressed in accordance with applicable environmental laws.

Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our portfolio at the time we acquired a property and updated the assessments at the time we refinanced a property. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey. None of the site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations.

Insurance

We carry comprehensive liability, fire, extended coverage, earthquake, terrorism and rental loss insurance covering all of the properties in our portfolio under a blanket policy. We believe the policy specifications and insured limits are appropriate given the relative risk of loss, the cost of the coverage and industry practice and, in the opinion of our management, the properties in our portfolio are adequately insured. Our terrorism insurance is subject to exclusions for loss or damage caused by nuclear substances, pollutants, contaminants and biological and chemical weapons. We do not carry insurance for generally uninsured losses such as loss from riots or acts of God. In addition, we carry terrorism insurance on all of our properties in an amount and with deductibles which we believe are commercially reasonable. See “Risk Factors—Risks Related to Our Properties and Our Business—Potential losses, such as those from adverse weather conditions, natural disasters and title claims, may not be fully covered by insurance policies.”

Competition

We compete with numerous acquirers, redevelopers, owners and operators of retail real estate, many of which own or may seek to acquire properties similar to ours in the same markets in which our properties are located. The principal means of competition are rent charged, location, services provided and the nature and condition of the facility to be leased. If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets or in higher quality facilities, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.

Employees

We employ approximately 125 persons. Of these employees, approximately 60 will be “home office” executive and administrative personnel located at our principal executive office, and approximately 65 will be on-site management and leasing personnel and will be staffed in one of our regional offices. We expect that none of these employees will be represented by a labor union.

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Offices

Our principal executive office is located at 580 White Plains Road, Tarrytown, New York 10591. In addition, we have regional leasing and property management offices in Atlanta, Georgia; Chicago, Illinois; and Towson, Maryland. We believe our current facilities are adequate for our present and future operations, although we may add regional offices or relocate our headquarters, depending upon our future development projects.

Legal Proceedings

From time to time, we are party to various lawsuits, claims for negligence and other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, to any legal proceedings which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operations if determined adversely to us.

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MANAGEMENT

Our Directors, Director Nominees and Senior Management Team

Currently, we have two directors. Upon completion of this offering and the formation transactions, our board of directors will consist of seven members, including the independent director nominees named below who will become directors upon completion of this offering. Pursuant to our organizational documents, each of our directors is elected by our stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies. Of the seven directors, we expect that our board of directors will determine that each of them other than Adam Ifshin and Stephen Ifshin will be considered independent in accordance with the requirements of the New York Stock Exchange, or NYSE. The first annual meeting of our stockholders after this offering will be held in 2011. Our charter and bylaws provide that a majority of the entire board of directors may at any time increase or decrease the number of directors. However, unless our charter and bylaws are amended, the number of directors may never be less than the minimum number required by the Maryland General Corporation Law, or MGCL, nor more than 15. Subject to rights pursuant to any employment agreements, officers serve at the pleasure of our board of directors.

The following table sets forth certain information concerning the individuals who will be our executive officers, directors, director nominees and certain other senior officers upon the completion of this offering:

Name	Age	Position
Adam Ifshin**	45	Chairman of our Board of Directors, Chief Executive Officer and President
Stephen Ifshin**	73	Vice Chairman of our Board of Directors and Executive Officer
Edward N. Constantino	63	Director Nominee*
Catherine J. Paglia	57	Director Nominee*
Adam Popper	44	Director Nominee*
Kieran P. Quinn	61	Director Nominee*
Charles W.B. Wardell III	65	Director Nominee*
Daniel Taub**	39	Chief Operating Officer
William Comeau**	42	Chief Financial Officer and Treasurer
Jonathan Wigser**	45	Chief Investment Officer and Secretary
Michael Cohen**	56	Executive Vice President of Leasing
Patrick Tandy	47	Vice President—Construction Management
Michael Desmarais	57	Vice President—Property Management

* We expect our board of directors to determine that this director is independent for purposes of the NYSE corporate governance listing standards.

** Denotes our expected named executive officers.

The following sets forth biographical information concerning the individuals who will be our executive officers, directors, director nominees and certain other senior officers upon the completion of this offering.

Adam Ifshin is our chief executive officer, president and the chairman of our board of directors. Mr. Ifshin co-founded our management company with his father and the vice chairman of our board of directors, Mr. Stephen Ifshin, in 1991 and, as president and chief executive officer, oversees all acquisitions, capital markets activities, leasing, joint ventures and corporate strategy. Mr. Ifshin, as the sole stockholder of the management company, may be deemed to be our promoter. Prior to founding our management company, Mr. Ifshin was vice president of project development for The Delphi Land Company, Inc., a developer of town home communities and project manager for Empire State Land Company, a residential real estate developer. Mr. Ifshin is also the co-founder and president of Delphi Commercial Properties, Inc., a specialty real estate brokerage firm; the co-founder and president of First Man Investment Securities Corp., the exclusive placement agent for all of our predecessor’s real estate investments; and co-founder of UrbanCore Development, LLC, a platform to develop retail real estate in under-served, infill and multi-ethnic markets. Mr. Ifshin holds series 7, 24 and 63 licenses from the Financial Industry Regulatory Authority, or FINRA. Mr. Ifshin is a member of the board

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of trustees of the ICSC, the world’s largest real estate trade association, and chairman of the ICSC Government Relations Economic Sub-Committee. Mr. Ifshin is a member of the Urban Land Institute and chair of its Commercial & Retail Council (Blue Flight). Mr. Ifshin is the chairman of the board of directors of the Byram Hills Education Foundation and a member of the board of directors of Hudson Valley Holding Corp., a bank holding company. Mr. Ifshin received a bachelor’s degree cum laude in economics and history with honors from Williams College, where he was elected to Phi Beta Kappa. Mr. Ifshin was selected to serve as the chairman of our board of directors based on his experience leading real estate companies, his network of industry relationships and his comprehensive knowledge of our business as the co-founder of our management company.

Stephen Ifshin is the vice chairman of our board of directors and one of our executive officers. Mr. Ifshin co-founded our management company in 1991 and, as chairman, oversaw the business operations, including tenant leasing, property, asset and construction management activities, and our regional leasing and property management offices from 1991 to 2007. Since 2007, Mr. Ifshin has overseen our redevelopments, our construction management department, and various special value creation projects including Levittown Town Center. Prior to founding our management company, Mr. Ifshin co-founded The Delphi Land Company, Inc., a developer of town home communities. In 1985, Mr. Ifshin founded Empire State Land Company, a residential property developer. In 1973, Mr. Ifshin co-founded N. Peter Burton & Company, a commercial brokerage and property management firm, which he sold to Grubb & Ellis in 1989. Prior to co-founding N. Peter Burton & Company, Mr. Ifshin entered the real estate industry in commercial sales with Wolf & Macklowe in 1965. Mr. Ifshin is a member of the board of directors of WBGO Jazz 88.3, and has acted as an adjunct professor at New York University’s School of Continuing Education. Mr. Ifshin received a bachelor’s degree from the University of Vermont, where he currently serves as co-chair of the board of advisors to the School of Business Administration. Mr. Ifshin’s leadership experience with us and other real estate companies and recognized expertise in the retail real estate industry led us to conclude that he should serve as the vice chairman of our board of directors.

Edward N. Constantino will serve as a member of our board of directors upon completion of this offering. Mr. Constantino has more than 40 years of auditing, advisory and tax experience. Mr. Constantino was a partner at KPMG LLP, an accounting firm, from 2002 until his retirement in 2009 where he served several of the firm’s accounts including the firm’s largest international real estate client and was in charge of the firm’s asset management and real estate practices in the Northeast. Mr. Constantino is currently a party to a consulting contract with KPMG that expires in September 2010. Prior to joining KPMG, Mr. Constantino was a partner at Arthur Andersen LLP where he served as co-director of the firm’s real estate practice in the Americas. Mr. Constantino is a licensed Certified Public Accountant in the state of New York, and a member of the New York State Society of Certified Public Accountants and The American Institute of Certified Public Accountants. Mr. Constantino received a bachelor’s degree in accounting and business administration from St. Francis College and currently serves as chairman of the audit committee of the college’s Board of Trustees. Mr. Constantino’s extensive accounting, finance and risk management experience with a variety of public and private companies, including a number of companies in the real estate industry led us to conclude that he should serve as a member of our board of directors.

Catherine James Paglia will serve as a member of our board of directors upon completion of this offering. Ms. Paglia has served as a director of Enterprise Asset Management, Inc., a private asset management company, since June 1999, where she is responsible for investments in real estate, oil and gas, and public and private equities. Prior to joining Enterprise, Ms. Paglia served as chief financial officer and director of Fine Host Corporation, a publicly held contract food service company, and as chief financial officer of Strategic Distribution, Inc., a publicly held industrial distribution company. Ms. Paglia began her career on Wall Street, including eight years at Morgan Stanley & Co. Incorporated, where she became the first female managing director in the firm’s history and co-founded the firm’s Insurance Group. After leaving Morgan Stanley, Ms. Paglia joined Interlaken Capital, a principal investment firm, where she was a managing director for nine years, with responsibilities including initiating transactions and strategic oversight of portfolio investments. Ms. Paglia has served on the board of directors of RiverSource mutual funds, part of Ameriprise Financial, Inc.,

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since November 2008, as well as on the board of trustees of the Carnegie Endowment for International Peace in Washington D.C., the board of trustees of Carleton College in Northfield, Minnesota and the leadership council of the YWCA of Greenwich, Connecticut. Ms. Paglia received a bachelor’s degree from Carleton College and a masters of business administration from Harvard University. Ms. Paglia’s extensive public company accounting experience and service on a variety of boards of directors led us to conclude that she should serve as a member of our board of directors.

Adam Popper will serve as a member of our board of directors upon completion of this offering. Mr. Popper has more than 22 years of experience in leasing, portfolio management and acquisitions in the commercial real estate industry and has executed real estate transactions in the New York tri-state area, Washington, DC metropolitan area and across the United States. Since 2005, Mr. Popper has served as a managing director of Beacon Capital Partners LLC, or Beacon, a real estate private equity firm, where he has led its investment strategy in the New York Metropolitan area. Prior to joining Beacon, Mr. Popper was the chief investment officer for Heyman Properties, a private real estate company. Prior to joining Heyman Properties in 2004, Mr. Popper led the Northeast acquisition efforts for Tishman Speyer Properties. Mr. Popper has been responsible for acquiring and structuring a number of high profile transactions including: 1211 Avenue of the Americas, 237 Park Avenue, 666 Fifth Avenue, 885 Third Avenue and the equity recapitalization of Rockefeller Center. Prior to joining Tishman Speyer Properties, Mr. Popper was an acquisition executive at The Witkoff Group and Reichman International. Mr. Popper is a member of the board of trustees of the NYC chapter of the National Multiple Sclerosis Society. Mr. Popper received a bachelor’s degree in political science from Hamilton College. Mr. Popper’s experience in leading companies in the real estate industry led us to conclude that he should serve as a member of our board of directors.

Kieran P. Quinn will serve as a member of our board of directors upon completion of this offering. Mr. Quinn is vice chairman of Walker & Dunlop, Inc., a real estate finance company. Mr. Quinn joined Walker & Dunlop in 2009 from Column Financial/Column Guaranteed, Credit Suisse’s mortgage lending subsidiary where he served as chairman from 1993 to 2009. Mr. Quinn joined DLJ/Column from Equitable Real Estate where he was a vice president, with responsibility for mortgage assets. Prior to this, he was with a private development company in Atlanta, where he served as chief financial officer from 1981 to 1990. Mr. Quinn began his career with First National Bank of Chicago in the commercial lending department, and later joined the real estate lending department. Mr. Quinn currently serves as trustee and treasurer of ICSC and is an advisor to Commercial Property Executive. Mr. Quinn is a former director of the Mortgage Bankers Association, former governor of CRE Finance Council (formerly Commercial Mortgage-Backed Securitization), and former director of the Real Estate Roundtable. Mr. Quinn previously served as the 2008 chairman of the Mortgage Bankers Association and as a member of Fannie Mae’s National Housing Advisory Council from 2007 to 2008. He currently serves on the Finance Council of the Archdiocese of Atlanta and is trustee of Regis High School in New York City. Mr. Quinn received a bachelor’s degree from Villanova University and a masters in business administration from the University of Chicago. Mr. Quinn’s service on the boards of directors of and experience in leading companies in the real estate finance industry led us to conclude that he should serve as a member of our board of directors.

Charles W.B. Wardell III will serve as a member of our board of directors upon completion of this offering. Mr. Wardell joined Korn/Ferry International, an executive search firm with nearly 80 offices in 40 countries, and has served as the senior advisor to the chief executive officer since 2007. Mr. Wardell was named by BusinessWeek as one of the world’s 50 most influential search executives in 2008 and was awarded the prestigious 2008 Gardner W. Heidrick Award for his contributions to the industry. Prior to his current position, Mr. Wardell served as Korn/Ferry International’s Managing Director, Eastern Region, from 2001 through 2007 and was president of a boutique executive search firm, Nordeman Grimm. Earlier in his career, Mr. Wardell held senior executive positions at American Express, Travelers, MasterCard International and Citicorp. Mr. Wardell also served as Deputy Special Assistant and Staff Assistant to former Presidents Nixon and Ford, Administrative Aide to General Haig and Dick Cheney and was Deputy Assistant Secretary of State. Mr. Wardell graduated cum laude from Harvard College with an A.B. degree, and was honorably discharged as an officer in the U.S. Army

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after serving in the Vietnam War with distinction. Mr. Wardell served on the board of directors of Cowen Group, Inc. from 2006 to 2010 and has served on the board of directors of General Employment Enterprises, Inc. since 2009. Mr. Wardell is also a director of the Boy Scouts of America, New York Chapter. Previously, he served as global chairman for the Association of Executive Search Consultants. Mr. Wardell’s service on the boards of directors of a variety of public and private companies and his extensive experience in senior executive roles led us to conclude that he should serve as a member of our board of directors.

In addition to the information presented above regarding each director nominee’s specific experience, qualifications, attributes and skills, we assessed each nominee’s integrity and accountability, judgment, maturity, willingness to commit the time and energy needed to satisfy the requirements of board and committee membership, balance with other commitments, financial literacy and independence from us. We value our nominees’ significant experience on other company boards of directors and board committees. Our assessments were based on information provided by the nominees in response to questionnaires, as well as independent third-party sources.

Daniel Taub is our chief operating officer. Mr. Taub joined our management company in 1996 and, since 2007, as executive vice president and chief operating officer, is responsible for the day-to-day operation of its portfolio including property management, construction management, receivables, information technology, human resources, marketing and all administrative aspects of our management company and our regional leasing and property management offices. In addition, Mr. Taub also coordinates property insurance and oversees environmental matters at each of our existing properties. He was previously responsible for the acquisition and financing of real estate assets at our predecessor. Prior to joining our management company, Mr. Taub worked on business and legal issues for Savoy Pictures. Mr. Taub has completed the Real Estate Management Program: Developing Future Leaders at Harvard Business School. Mr. Taub is an active member of the ICSC and is a committee member of the Open Air Conference. Mr. Taub received a bachelor’s degree in economics from Boston University, and is a first cousin of our chairman, chief executive officer and president, Mr. Adam Ifshin, and a nephew of our vice chairman, Mr. Stephen Ifshin.

William Comeau is our chief financial officer and treasurer. Mr. Comeau joined our management company in 2005 and, as chief financial officer, is responsible for overseeing all aspects of our financial operations, including financial reporting, tax planning, budgeting, investor relations and the appropriate use of our capital. Prior to joining our management company, Mr. Comeau was director of joint venture accounting and finance at Kimco Realty Corporation, one of the nation’s largest publicly traded owner and operator of community shopping centers, from 2000 to 2005. Mr. Comeau is a certified public accountant and has six years prior experience in public accounting with Arthur Andersen and with Margolin, Winer & Evens. Mr. Comeau is an active member of the ICSC where he has lectured numerous seminars on financial matters. Mr. Comeau received a bachelor of business administration degree from Baruch College and master of business administration from Manhattan College.

Jonathan Wigser is our chief investment officer and secretary. Mr. Wigser joined our management company in 2002 and, as executive vice president and chief investment officer, is responsible for spearheading our acquisition, financing and disposition of real estate assets, as well as supporting our related capital markets activities. Mr. Wigser’s previous responsibilities with our predecessor included marketing real estate acquisitions to the investor community, identifying and accessing new sources of investment capital, overseeing regular investor communications and responding to investor inquiries. Mr. Wigser is also the co-founder and managing director of First Man Investment Securities Corp., the exclusive placement agent for all our predecessor’s real estate investments, and holds Series 7, 24 and 63 licenses from FINRA. Mr. Wigser has more than 10 years of capital markets experience with CIBC World Markets Corp., First Union Capital Markets Corp., NationsBanc Capital Markets, Inc. and SG Cowen Securities Corporation, as well as the real estate investment banking groups of Shearson Lehman Hutton and PaineWebber Inc. Prior to joining our management company, Mr. Wigser was director of business development and strategy for i-Deal LLC, a debt and equity markets service provider, and senior vice president of DealComposer USA, an international finance company. Mr. Wigser is a member of the ICSC. Mr. Wigser received a bachelor’s degree cum laude in economics from Williams College and a master of

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business administration degree from Duke University’s Fuqua School of Business, where he has served as a member of the Board of Visitors and Chair of the school’s Alumni Council. Mr. Wigser is currently a member of the Board of Overseers of Duke Comprehensive Cancer Center.

Michael Cohen is our executive vice president of leasing. Mr. Cohen joined our management company in 1994 and, as executive vice president of leasing, oversees all leasing in our portfolio of shopping centers and manages our relationships with national and regional retailers. Mr. Cohen plays an integral role in the redevelopment and repositioning of our properties and has negotiated leases with many of the nation’s leading non-discretionary necessity and value-focused retailers including Bed Bath & Beyond, Inc., Best Buy Co., Inc., Dick’s Sporting Goods, Inc., Kroger, PETCO Animal Supplies, Inc., Ross Stores, Stop & Shop, Staples, Inc. and The TJX Companies, among many others. Mr. Cohen started in the commercial real estate business in 1978 as an office leasing broker in Manhattan, representing tenants and landlords. Mr. Cohen has been a principal in his own firm and previously worked at Grubb & Ellis and Sylvan Lawrence. Mr. Cohen is an active member of the ICSC and has earned the designation of Senior Certified Leasing Specialist. Mr. Cohen previously served on the board of directors of Gilda’s Club of New Jersey. Mr. Cohen received a bachelor’s degree in political science from Hofstra University.

Patrick Tandy is our vice president of construction management. Mr. Tandy joined our management company in 1998 and maintains responsibility for construction activities across our shopping centers and oversees the construction and renovation of leased shopping center assets and for redevelopment investments. Mr. Tandy is responsible for the formulation of all capital and project budgets, as well as ensuring project schedules are adhered to, approvals and permits are obtained and relevant code compliance. Prior to joining our management company, Mr. Tandy was the plant engineer and maintenance department manager for the Engelhard Corporation, a leading producer of paint pigments. Mr. Tandy is a member of the ICSC and has earned the designation of Certified Development, Design and Construction Professional (CDP). Mr. Tandy received a bachelor’s degree in mechanical engineering from Clarkson University.

Michael Desmarais is our vice president of property management. Mr. Desmarais joined our management company in 2005 and, as vice president of property management, is responsible for all asset management activities across our entire portfolio. Prior to joining our management company, Mr. Desmarais spent eight years at New Plan Excel Realty Trust, Inc., a public REIT, including as director of property management, Northeast Region, and has previously held a number of property management positions including regional property manager for Montgomery Group Affiliates, senior property manager for CNM Associates and regional property manager for the Kravco Company. Mr. Desmarais is a member of the ICSC and has earned the designation of Certified Shopping Center Manager (CSM). Mr. Desmarais received a bachelor of science degree in horticulture from Michigan State University.

Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

• our board of directors is not staggered, with each of our directors subject to re-election annually;

• of the persons who will serve on our board of directors immediately after the completion of this offering and the formation transactions, we expect that our board of directors will determine that five, or approximately 71%, of our directors are independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

• we anticipate that at least one of our directors will qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission, or the SEC;

• we have opted out of the business combination and control share acquisition statutes in the MGCL; and

• we do not have a stockholder rights plan.

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Our business is managed by our senior management team, subject to the supervision and oversight of our board of directors, which has established investment policies described under “Policies with Respect to Certain Activities—Investment Policies” for our senior management team to follow in its day-to-day management of our business. Our directors will stay informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications. Our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Our Board’s Leadership Structure

Our board of directors understands there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the appropriate leadership may vary as circumstances warrant. Our board of directors currently believes it is in our company’s best interests to have Mr. Adam Ifshin serve as chairman of our board of directors, chief executive officer and president. Our board of directors believes combining these roles promotes effective leadership and provides the clear focus needed to execute our business strategies and objectives. However, our board of directors does not believe these roles must be combined, and may in the future separate these roles.

We do not have a lead independent director. Our board of directors believes it will be able to effectively provide independent oversight of our business and affairs, including the risks facing our company, without an independent chairman or a lead independent director through the composition of our board of directors, the strong leadership of the independent directors, the committees of our board of directors and the other corporate governance policies and processes that will be in place upon completion of this offering. We expect our independent directors will actively collaborate together and through their respective committees.

Our Board’s Role in Risk Oversight

Our board of directors will play an active role in overseeing management of our risks. Upon completion of this offering, the committees of our board of directors will assist our full board in risk oversight by addressing specific matters within the purview of each committee. Our audit committee will focus on oversight of financial risks relating to us; our compensation committee will focus primarily on risks relating to executive compensation plans and arrangements; and our nominating and corporate governance committee will focus on reputational and corporate governance risks relating to our company including the independence of our board of directors. While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports and otherwise. We believe the leadership structure of our board of directors supports effective risk management and oversight.

Board Committees

Prior to the completion of this offering, our board of directors will form an audit committee, a compensation committee and a nominating and corporate governance committee and adopt charters for each of these committees. Each of these committees will have three directors and will be composed exclusively of independent directors, as defined by the listing standards of the NYSE. Moreover, the compensation committee will be composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors and will, at such times as we are subject to Section 162(m) of the Code, qualify as outside directors for purposes of Section 162(m) of the Code.

Audit Committee

The audit committee will be comprised of Edward N. Constantino, Catherine J. Paglia and Kieran P. Quinn, each of whom will be an independent director and “financially literate” under the rules of the NYSE. Edward N. Constantino will chair our audit committee and serve as our audit committee financial expert, as that term is defined by the SEC.

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The audit committee assists our board of directors in overseeing:

• our financial reporting, auditing and internal control activities, including the integrity of our financial statements;

• our compliance with legal and regulatory requirements and ethical behavior;

• the independent auditor’s qualifications and independence;

• the performance of our internal audit function and independent auditor; and

• the preparation of audit committee reports.

The audit committee is also responsible for engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

Compensation Committee

The compensation committee will be comprised of Adam Popper, Kieran P. Quinn and Charles W.B. Wardell III, each of whom will be an independent director. Charles W.B. Wardell III will chair our compensation committee.

The principal functions of the compensation committee will be to:

• review and approve on an annual basis the corporate goals and objectives relevant to the compensation paid by us to our president and chief executive officer and the other members of our senior management team, evaluate our president and chief executive officer’s performance and the other members of our senior management team’s performance in light of such goals and objectives and, either as a committee or together with our independent directors (as directed by the board of directors), determine and approve the remuneration of our chief executive officer and the other members of our senior management team based on such evaluation;

• oversee any equity-based remuneration plans and programs;

• assist the board of directors and the chairman in overseeing the development of executive succession plans;

• determine from time to time the remuneration for our non-executive directors; and

• prepare compensation committee reports.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee will be comprised of Catherine J. Paglia, Adam Popper and Charles W.B. Wardell III, each of whom will be an independent director. Catherine J. Paglia will chair our nominating and corporate governance committee.

The nominating and corporate governance committee will be responsible for:

• providing counsel to the board of directors with respect to the organization, function and composition of the board of directors and its committees;

• overseeing the self-evaluation of the board of directors as a whole and of the individual directors and the board’s evaluation of management and report thereon to the board;

• periodically reviewing and, if appropriate, recommending to the board of directors changes to, our corporate governance policies and procedures;

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• identifying and recommending to the board of directors potential director candidates for nomination; and

• recommending to the full board of directors the appointment of each of our executive officers.

Code of Business Conduct and Ethics

Upon completion of this offering, our board of directors will establish a code of business conduct and ethics that applies to our directors and officers. Among other matters, our code of business conduct and ethics will be designed to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

• compliance with applicable governmental laws, rules and regulations;

• prompt internal reporting of violations of the code to appropriate persons identified in the code; and

• accountability for adherence to the code.

Any waiver of the code of business conduct and ethics for our directors or officers may be made only by our board of directors or one of our board committees and will be promptly disclosed as required by law or stock exchange regulations.

Director Compensation

A member of our board of directors who is also an employee or affiliate of our company is referred to as an executive director. Executive directors will not receive compensation for serving on our board of directors. In order to align the interests of our independent directors and stockholders, we will award each independent director a one-time grant of $65,000 in restricted shares of our common stock under our 2010 equity incentive plan upon completion of this offering, which will vest pro rata on an annual basis over a period of three years, subject to acceleration in the event an independent director has a termination of service on account of death, “disability,” by us for any reason other than for “cause” or in the event of a “change in control” (regardless of whether a termination follows thereafter) (each of the foregoing terms as defined in our 2010 equity incentive plan). Each independent director will also receive an annual base fee for his or her services of $35,000 in cash or, upon such director’s election, in the form of restricted shares of our common stock under our 2010 equity incentive plan. The chairman of the audit committee, compensation committee and nominating and corporate governance committee of our board of directors will receive an additional annual fee of $15,000, $10,000 and $7,500, respectively, in cash or, upon such director’s election, in the form of restricted shares of our common stock under our 2010 equity incentive plan. The annual fees will be paid on a quarterly basis. We will also reimburse each of our independent directors for their travel expenses incurred in connection with their attendance at full board of directors and committee meetings.

Executive Compensation

Compensation Discussion and Analysis

We believe the primary goal of executive compensation is to align the interests of our senior management team with those of our stockholders in a way that allows us to attract and retain the best executive talent. Our board of directors has not yet formed our compensation committee. Accordingly, we have not adopted compensation policies with respect to, among other things, setting base salaries, awarding bonuses or making

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future grants of equity awards to our senior management team. We anticipate the compensation committee, once formed, will design a compensation program that rewards, among other things, favorable stockholder returns, share appreciation, the company’s competitive position within its segment of the real estate industry and each member of our senior management team’s long-term career contributions to the company. We expect compensation incentives designed to further these goals will take the form of annual cash compensation and equity awards, and long-term cash and equity incentives measured by performance targets to be established by the compensation committee. In addition, our compensation committee may determine to make awards to new executive officers in order to attract talented professionals to serve us. We will pay base salaries and annual bonuses and expect to make grants of awards under our equity incentive plan to certain members of our senior management team, effective upon completion of this offering, in accordance with their employment agreements. These awards under our equity incentive plan will be granted to recognize such individuals’ efforts on our behalf in connection with our formation and this offering and to provide a retention element to their compensation.

Compensation of Named Executive Officers

We intend to enter into employment agreements with our named executive officers, which will become effective upon the consummation of this offering. Because we were only recently organized, meaningful individual compensation information is not available for prior periods. The following table sets forth the annualized base salary and other compensation that would have been paid in 2010 to our chief executive officer, our chief financial officer and the four other most highly compensated members of our senior management team, whom we refer to collectively as our “named executive officers,” had these employment agreements been in effect for all of 2010. We expect such employment agreements will provide for salary, bonus and other benefits, including severance upon a termination of employment under certain circumstances. See “—Employment Agreements.”

The anticipated 2010 compensation for each of our named executive officers listed in the table below was determined through negotiation of their individual employment agreements. We expect to disclose actual 2010 compensation for our named executive officers in 2011, to the extent required by applicable SEC disclosure rules.

Summary Compensation Table

	2010 Annualized Compensation
Name and Principal Position	Salary($)(1)	Bonus($)(1)	Stock Awards		All Other Compensation ($)		Total($)(2)
Adam Ifshin	600,000	—	(3	)	(4	)	600,000
Chairman of the Board, Chief Executive Officer and President
Stephen Ifshin	450,000	—	(3	)	(4	)	450,000
Vice Chairman of the Board and Executive Officer
Daniel Taub	339,000	50,000	(3	)	(4	)	389,000
Chief Operating Officer
William Comeau	314,000	50,000	(3	)	(4	)	364,000
Chief Financial Officer and Treasurer
Jonathan Wigser	289,000	35,000	(3	)	(4	)	324,000
Chief Investment Officer and Secretary
Michael Cohen	264,000	105,000	(3	)	(4	)	369,000
Executive Vice President of Leasing

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(1) Salary amounts are annualized for the year ending December 31, 2010 based on employment agreements that we expect to enter into upon consummation of this offering. Bonus amounts represent minimum required bonus amounts for 2010 pursuant to our named executive officers’ employment agreements. Messrs. Adam and Stephen Ifshin have agreed not to receive a 2010 bonus. For a description of their 2011 target bonuses, see “—Employment Agreements.”

(2) Amounts shown in this column do not include (i) the value of the LTIP unit grants (described in Note 2 above) that are expected to be granted to our named executive officers in connection with this offering or (ii) the value of the perquisites or other personal benefits our named executive officers will receive (described in Note 3 above).

(3) Reflects grant of LTIP units under our 2010 equity incentive plan upon completion of this offering. Upon completion of this offering, we will grant 131,837, 167,115, 110,767, 100,952, 110,801 and 110,797 LTIP units to each of Mr. Adam Ifshin, Mr. Stephen Ifshin, Mr. Taub, Mr. Comeau, Mr. Wigser and Mr. Cohen, respectively. All LTIP awards are expected to vest in five equal, annual installments on each of the first five anniversaries of the date of this offering (subject to the executive’s continued employment with us on each such date). The LTIP units will be subject to a one-year restriction on transfer following their vesting date.

(4) The named executive officers will receive certain perquisites or other personal benefits as set forth in their respective employment agreements. See “—Employment Agreements.”

Employment Agreements

We will enter into employment agreements, effective as of the completion of this offering, with each of our named executive officers.

The employment agreements for Messrs. Adam Ifshin and Stephen Ifshin will have an initial term of four years, and for Messrs. Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen, an initial term of three years. Each employment agreement will provide for an automatic one-year extension thereafter, unless either party provides at least 60 days notice of non-renewal prior to the expiration of the initial term. These employment agreements will require each executive officer to devote substantially all of their business time and effort to our affairs; however, Messrs. Adam Ifshin and Stephen Ifshin may devote a portion of their working time that is reasonably required to manage the matters relating to the excluded properties and excluded businesses.

The employment agreements will provide for:

• an annual base salary of $600,000, $450,000, $339,000, $314,000, $289,000 and $264,000, respectively, for each of Messrs. Adam Ifshin, Stephen Ifshin, Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen, subject to further increases on an annual basis in the discretion of the compensation committee of our board of directors,

• for our 2010 fiscal year, no bonus for Messrs. Adam Ifshin and Stephen Ifshin and discretionary bonuses of at least $50,000, $50,000, $35,000, and $105,000, respectively, for each of Messrs. Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen,

• after our 2010 fiscal year, eligibility for annual cash performance bonuses based on the satisfaction of performance goals established by the compensation committee of our board of directors (with threshold, target and maximum bonus ranges based on a percentage of annual base salary of 100%, 175% and 250%, respectively, for Mr. Adam Ifshin, 100%, 150% and 200%, respectively, for Mr. Stephen Ifshin, 50%, 87.5% and 125%, respectively, for Mr. Daniel Taub, and 50%, 75% and 100%, respectively, for each of the other executives), or the annual bonus,

• participation in our long-term incentive program, as well as other incentive, savings and 401(k) or other retirement plans applicable generally to our senior executives,

• health and other group welfare plan coverage provided to our senior executives generally,

• with respect to Mr. Adam Ifshin, supplemental disability insurance in the amount of $360,000 and life insurance in the amount of $2,000,000, and

• with respect to Mr. Adam Ifshin and Mr. Stephen Ifshin, reimbursement each year for tax preparation and financial consulting services in an amount not to exceed $20,000.

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In addition, upon completion of this offering, each of our executives will receive an award of LTIP units under our 2010 equity incentive plan. The aggregate number of LTIP units awarded will be 131,837 for Mr. Adam Ifshin, 167,115 for Mr. Stephen Ifshin, 110,767 for Mr. Taub, 100,952 for Mr. Comeau, 110,801 for Mr. Wigser and 110,797 for Mr. Cohen, respectively, all of which will vest in equal annual installments over a five-year period (subject to the executive’s continuing employment with us on each such date) but will be subject to a one-year restriction on transfer following the vesting date, except such restriction on transfer will not apply in the event of a change in control. Upon a termination of employment on account of death, disability, by us for any reason other than for cause or by the executive for good reason, all LTIP units then outstanding will become fully vested, and will be subject to the one-year restriction on transfer, as described above. The grants of LTIP units to our executive officers are designed to reward the individual’s contribution to our formation and this offering, as well as provide an additional retention element for the recipient and to ensure that their interests are aligned with stockholders. The amount of LTIP units each executive officer will receive was determined through negotiation of their employment agreements.

The employment agreements will provide that, if an executive’s employment is terminated (i) by us without “cause” or by the executive for “good reason” (each as defined in the applicable employment agreement), (ii) pursuant to our non-renewal at the end of the initial term, or (iii) in either event described under (i) of this paragraph, within six months before or one year following a change in control of our company, the executive will be entitled to the following severance payments and benefits, subject to his execution of an effective general release of claims:

• annual base salary, annual bonus and other benefits earned and accrued (including payment for up to 60 accrued, but unused vacation days and reimbursement for expenses incurred) prior to the date of termination, which amount shall be paid in a lump sum within 60 days following such termination of employment,

• an amount equal to the sum of the executive’s then-current annual base salary plus the highest annual bonus paid to the executive for any of the three years immediately preceding the year in which the termination occurs (provided that with respect to Messrs. Adam Ifshin and Stephen Ifshin such highest annual bonus shall be no less than the executive’s annual base salary for the year of termination), multiplied by

• three (two, for a non-renewal by us at the end of the initial term) for Messrs. Adam Ifshin and Stephen Ifshin, or

• one (two, for a termination of employment in connection with a change in control (as described under (iii) above) for each of the other executives

which amount shall be paid in a lump sum within 60 days following such termination of employment,

• a pro-rated annual bonus for the year in which the termination of employment occurs, calculated based on actual results for the year (provided that with respect to Messrs. Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen, the minimum bonus for the 2010 fiscal year shall be paid regardless of when the termination occurs) and payable at such time as the annual bonus would have otherwise been paid if the executive continued in employment with us (and in all events no later than March 15 of the fiscal year following the year for which such bonus was awarded),

• medical benefits under our health plans and programs for a period of (i) two years, for Messrs. Adam Ifshin and Stephen Ifshin, or (ii) one year, for each of the other executives, following the executive’s termination of employment, at the same level as in effect immediately preceding such termination, except to the extent the executive receives comparable benefits from a subsequent employer or service recipient, and

• 100% of the equity-based incentives and awards held by the executive will become fully vested and/or exercisable.

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The employment agreements for each of Messrs. Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen will also provide that, upon a non-renewal of the employment agreement by us after the one-year extension/renewal term, the initial LTIP unit award made pursuant to the employment agreement will become fully vested and/or exercisable.

Each employment agreement will also provide that the executive or his estate will be entitled to certain severance benefits in the event of his death or “disability” (as defined in the applicable employment agreement). Specifically, each executive, or, in the event of the executive’s death, his beneficiaries, will receive:

• annual base salary, annual bonus and other benefits earned and accrued (including payment for up to 60 accrued, but unused, vacation days and reimbursement for expenses incurred) prior to the date of termination, which amount shall be paid in a lump sum within 30 days following termination of employment,

• a pro-rated annual bonus for the year in which the termination of employment occurs, calculated based on actual results for the year (provided that with respect to Messrs. Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen, the minimum bonus for the 2010 fiscal year shall be paid regardless of when the termination occurs) and payable at such time as the annual bonus would have otherwise been paid if the executive continued in employment with us (and in all events no later than March 15 of the fiscal year following the year for which such bonus was awarded), and

• 100% of the equity-based incentives and awards held by the executive will become fully vested and/or exercisable.

In the event that any amount payable to an executive officer is determined to be an excess parachute payment under Section 280G of the Code, such amount will be adjusted so that (i) with respect to Messrs. Adam Ifshin and Stephen Ifshin, such amount will equal the greater of (a) the actual severance payment net of all taxes payable, or (b) a reduced payment equal to one dollar less than the threshold amount that would trigger an excise tax under Section 280G of the Code, and (ii) with respect to Messrs. Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen, the amount will be reduced to one dollar less than the threshold amount that would trigger an excise tax under Section 280G of the Code.

The employment agreements will also contain standard confidentiality provisions, which will apply indefinitely, and non-competition and non-solicitation provisions, which will apply during the term of the employment agreements and will continue for a period of 12 months following such termination of employment; provided that the non-competition provisions for Messrs. Adam Ifshin and Stephen Ifshin include a carveout for the excluded properties and businesses.

401(k) Plan

We intend to adopt a tax-qualified 401(k) Retirement Savings Plan, or the 401(k) Plan. All eligible employees will be able to participate in our 401(k) plan, including our named executive officers. We intend to provide this plan to help our employees save some amount of their cash compensation for retirement in a tax efficient manner. Under our 401(k) plan, employees will be eligible to defer a portion of their salary, and we expect to match a portion of each eligible employee’s contributions. We do not intend to provide an option for our employees to invest in our common stock through our 401(k) plan.

2010 Equity Incentive Plan

Prior to the completion of this offering, we will adopt an equity incentive plan to provide incentive distributions to members of our senior management team, our independent directors, advisers, consultants and other personnel. Unless terminated earlier, our 2010 equity incentive plan will terminate in 2020, but will

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continue to govern unexpired awards. Our 2010 equity incentive plan provides for grants of stock options, restricted shares of common stock, phantom shares, dividend equivalent rights and other equity-based awards.

Our 2010 equity incentive plan is administered by the compensation committee appointed for such purposes. The compensation committee, as appointed by our board of directors, has the full authority to (i) authorize the granting of awards to eligible persons, (ii) determine the eligibility of directors, members of our senior management team, advisors, consultants and other personnel to receive an equity award, (iii) determine the number of shares of common stock to be covered by each award (subject to the individual participant limitations provided in our 2010 equity incentive plan), (iv) determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of our 2010 equity incentive plan), (v) prescribe the form of instruments evidencing such awards, (vi) make recommendations to our board of directors with respect to equity awards that are subject to board approval and (vii) take any other actions and make all other determinations that it deems necessary or appropriate in connection with our 2010 equity incentive plan or the administration or interpretation thereof. In connection with this authority, the compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. From and after the consummation of this offering, the compensation committee will consist solely of independent directors, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee director and will, at such times as we are subject to Section 162(m) of the Code and intend for awards to be treated as performance-based compensation for purposes of Section 162(m), qualify as an outside director for purposes of Section 162(m) of the Code, or, if no committee exists, the board of directors.

Available Shares

Our 2010 equity incentive plan provides for grants of stock options, restricted shares of common stock, phantom shares, dividend equivalent rights and other equity-based awards up to an aggregate of 10% of the issued and outstanding shares of our common stock as of the later of the date of this offering or the last closing date of any shares sold pursuant to the underwriters’ exercise of their over-allotment option (on a fully diluted basis (assuming, if applicable, the exercise of all outstanding stock options, the conversion of all warrants and convertible securities into shares of common stock and the exchange of all outstanding operating partnership units into shares of common stock) and including shares to be sold pursuant to the underwriters’ exercise of their option to purchase up to an additional 4,687,500 shares of our common stock solely to cover over-allotments), but excluding any shares issued or issuable under our 2010 equity incentive plan. If an award granted under our 2010 equity incentive plan expires, is forfeited or terminates, the shares subject to any portion of the award that expires, is forfeited or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Unless previously terminated by our board of directors, no new award may be granted under our 2010 equity incentive plan after the tenth anniversary of the earlier of date that such plan was approved by our board of directors or the holders of our common stock. Upon the completion of this offering, we will grant 732,269 LTIP units to our executive officers under our 2010 equity incentive plan and each of our independent directors will receive 20,310 restricted shares of our common stock, which will in each case vest ratably on an annual basis over five-year and three-year periods, respectively, commencing on the first anniversary of the completion of this offering.

To the extent the compensation committee deems appropriate, it will establish performance criteria and satisfy such other requirements as may be applicable in order to satisfy the requirements for performance-based compensation under Section 162(m) of the Code.

Awards Under the Plan

Stock Options. The terms of specific stock options, including whether stock options shall constitute “incentive stock options” for purposes of Section 422(b) of the Code, shall be determined by the compensation committee. The exercise price of a stock option shall be determined by the committee and reflected in the applicable award agreement. The exercise price with respect to stock options may not be lower than 100% (110%

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in the case of an incentive stock option granted to a 10% stockholder, if permitted under our 2010 equity incentive plan) of the fair market value of our common stock on the date of grant. Each stock option will be exercisable after the period or periods specified in the award agreement, which will generally not exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% stockholder, if permitted under our 2010 equity incentive plan). Incentive stock options may only be granted to our employees and employees of our subsidiaries. Stock options will be exercisable at such times and subject to such terms as determined by the compensation committee. We may also grant stock appreciation rights, which are stock options that permit the recipient to exercise the stock option without payment of the exercise price and to receive shares of common stock (or cash or a combination of the foregoing) with a fair market value equal to the excess of the fair market value of the shares with respect to which the stock option is being exercised over the exercise price of the stock option with respect to those shares. The exercise price with respect to stock appreciation rights may not be lower than 100% of the fair market value of our common stock on the date of grant.

Restricted Shares of Common Stock. A restricted stock award is an award of shares of common stock that is subject to restrictions on transferability and such other restrictions, if any, the compensation committee may impose at the date of grant. Grants of restricted shares of common stock will be subject to vesting schedules and other restrictions as determined by the compensation committee. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the compensation committee may determine. Except to the extent restricted under the award agreement relating to the restricted shares of common stock, a participant granted restricted shares of common stock has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive dividends on the restricted shares of common stock. Although dividends may be paid on restricted shares of common stock, whether or not vested, at the same rate and on the same date as on shares of our common stock (unless otherwise provided in an award agreement), holders of restricted shares of common stock are prohibited from selling such shares until they vest.

Phantom Shares. A phantom share represents a right to receive the fair market value of a share of common stock, or, if provided by the compensation committee, the right to receive the fair market value of a share of common stock in excess of a base value established by the compensation committee at the time of grant. Phantom shares may generally be settled in cash or by transfer of shares of common stock (as may be elected by the participant or the compensation committee or as may be provided by the compensation committee at grant). The compensation committee may, in its discretion and under certain circumstances (taking into account, without limitation, Section 409A of the Code), permit a participant to receive as settlement of the phantom shares installment payments over a period not to exceed ten years.

Dividend Equivalents. A dividend equivalent is a right to receive (or have credited) the equivalent value (in cash or shares of common stock) of dividends paid on shares of common stock otherwise subject to an award. The compensation committee may provide that amounts payable with respect to dividend equivalents shall be converted into cash or additional shares of common stock. The compensation committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate.

Other Share-Based Awards. Our 2010 equity incentive plan authorizes the granting of other awards based upon shares of our common stock (including the grant of securities convertible into shares of common stock and the grant of LTIP units), subject to terms and conditions established at the time of grant.

We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of our common stock issuable under our 2010 equity incentive plan.

Change in Control

Under our 2010 equity incentive plan, a change in control is defined as the occurrence of any of the following events: (i) the acquisition of more than 50% of our then outstanding shares of common stock or the

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combined voting power of our outstanding securities by any person; (ii) the sale or disposition of all or substantially all of our assets, other than certain sales and dispositions to entities owned by our stockholders; (iii) a merger, consolidation or statutory share exchange where our stockholders immediately prior to such event hold less than 50% of the voting power of the surviving or resulting entity; (iv) during any consecutive twenty-four calendar month period, the members of our board of directors at the beginning of such period, the “incumbent directors,” cease for any reason (other than due to death) to constitute at least a majority of the members of our board (for these purposes, any director whose election or nomination for election was approved or ratified by a vote of at least a majority of the incumbent directors shall be deemed to be an incumbent director); or (v) stockholder approval of a plan or proposal for our liquidation or dissolution.

Upon a change in control, the compensation committee may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the change in control, but only if the compensation committee determines that the adjustments do not have an adverse economic impact on the participants (as determined at the time of the adjustments).

Amendments and Termination

Our board of directors may amend, suspend, alter or discontinue our 2010 equity incentive plan but cannot take any action that would impair the rights of an award recipient with respect to an award previously granted without such award recipient’s consent unless such amendments are required in order to comply with applicable laws. Our board of directors may not amend our 2010 equity incentive plan without stockholder approval in any case in which amendment in the absence of such approval would cause our 2010 equity incentive plan to fail to comply with any applicable legal requirement or applicable exchange or similar requirement, such as an amendment that would:

• other than through adjustment as provided in our 2010 equity incentive plan, increase the total number of shares of common stock reserved for issuance under our 2010 equity incentive plan;

• materially expand the class of directors, officers, employees, consultants and advisors eligible to participate in our 2010 equity incentive plan;

• reprice any stock options under our 2010 equity incentive plan; or

• otherwise require such approval.

Limitation of Liability and Indemnification

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision and limits the liability of our directors and officers to the maximum extent permitted by Maryland law. For further details with respect to the limitation on the liability of our directors and officers and the relevant provisions of the MGCL, see “Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Indemnification and Limitation of Directors’ and Officers’ Liability.” In addition, our directors and officers will be entitled to indemnification under the partnership agreement of our operating partnership; for further details see “Description of the Partnership Agreement of DLC Realty, L.P.—Management Liability and Indemnification.”

We will obtain a policy of insurance under which our directors and officers will be insured, subject to the limits of the policy, against certain losses arising from claims made against such directors and officers by reason of any acts or omissions covered under such policy in their respective capacities as directors or officers, including certain liabilities under the Securities Act. Additionally, we intend to enter into indemnification agreements with each of our directors and executive officers upon the closing of this offering, which will require, among other things, that we maintain a comparable “tail” directors’ and officers’ liability insurance policy for six years after each director or executive officer ceases to serve in such capacity.

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Rule 10b5-1 Sales Plans

Our directors and officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material non-public information subject to compliance with the terms of our insider trading policy. Prior to the one-year anniversary of the date of the completion of this offering (subject to potential extension or early termination) with respect to our executive directors, executive officers and one of our independent directors, and prior to 180 days after the date of this prospectus (subject to potential extension or early termination) with respect to certain of our independent directors, the sale of any shares under such plan will be subject to the lock-up agreement that the director or executive officer has entered into with the underwriters.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is a current or former officer or employee of ours or any of our subsidiaries. None of our named executive officers serves as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our board of directors or compensation committee.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information immediately following the completion of this offering and the formation transactions, regarding the ownership of each class of our capital stock by:

• each of our directors and director nominees;

• each of our named executive officers;

• each holder of 5% or more of each class of our capital stock; and

• all of our directors, director nominees and executive officers as a group.

In accordance with SEC rules, each listed person’s beneficial ownership includes:

• all shares the investor actually owns beneficially or of record;

• all shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and

• all shares the investor has the right to acquire within 60 days (such as shares of restricted common stock that are currently vested or which are scheduled to vest within 60 days).

Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and investment power. Unless otherwise indicated in the footnotes to the table below, the business address of the stockholders listed below is the address of our principal executive office, DLC Realty Trust, Inc., 580 White Plains Roads, Tarrytown, New York 10591. No shares beneficially owned by any executive officer, director or director nominee have been pledged as security.

Name and Address	Number of Shares Beneficially Owned(1)	Percent of All  Shares(1)	Number of Shares and Operating Partnership Units Beneficially  Owned(2)	Percent of All Shares  and Operating Partnership Units(2)
Adam Ifshin	2,375,000	7.1%	4,729,655	8.9%
Stephen Ifshin	—	—	1,709,942	3.2%
Edward N. Constantino	4,062	*	4,062	**
Catherine J. Paglia	4,062	*	72,631	**
Adam Popper	4,062	*	4,062	**
Kieran P. Quinn	4,062	*	4,062	**
Charles W.B. Wardell III	4,062	*	4,062	**
Daniel Taub	—	—	214,515	**
William Comeau	—	—	103,046	**
Jonathan Wigser	—	—	174,069	**
Michael Cohen	—	—	298,771	**
All directors, director nominees and executive officers as a group (11 persons)	2,395,310	7.1%	7,318,877	13.8%

* Represents less than 1% of the number of shares of common stock outstanding upon the closing of this offering.

** Represents less than 1% of the number of shares of common stock and operating partnership units, including 732,269 LTIP units and 20,310 restricted shares of common stock outstanding immediately after the closing of this offering and the formation transactions.

(1) Assumes a total of 33,645,310 shares of common stock outstanding immediately after the closing of this offering and the formation transactions.

(2) Assumes a total of 53,090,594 shares of our common stock and operating partnership units are outstanding immediately after the closing of this offering and the formation transactions comprised of 33,645,310 shares of common stock, including 20,310 restricted shares of common stock, 18,713,015 operating partnership units which may be exchanged for cash or, at our option, shares of common stock on an one-for-one basis beginning one year after the closing of this offering and 732,269 LTIP units. In addition, share amounts for individuals, directors, director nominees and executive officers as a group assume that all operating partnership units, including LTIP units, held by the person are exchanged for shares of our common stock. The total number of shares of common stock outstanding used in calculating this percentage assumes that none of the operating partnership units held by other persons are exchanged for shares of our common stock.

We currently have outstanding 1,000 shares of common stock, all of which are owned by our Chairman, President and Chief Executive Officer, Mr. Adam Ifshin. Upon completion of this offering, we will repurchase all 1,000 shares of common stock from Mr. Adam Ifshin at his cost of $1.00 per share.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Formation Transactions

Mr. Adam Ifshin is subject to an exchange and subscription agreement entered into with us and our operating partnership in connection with the formation transactions, pursuant to which he will exchange his interests in our management company, Delphi and an entity that serves as the general partner for an existing entity, for shares of our common stock. In addition, certain members of our senior management team, including Mr. Adam Ifshin, and certain of our other continuing investors are subject to the exchange and subscription agreements entered into with us and our operating partnership, pursuant to which they will exchange their direct or indirect interests in our existing entities for operating partnership units. Certain other holders of interests in the existing entities that are non-accredited investors (none of which consist of members of our senior management team or directors) will exchange their equity interests in the existing entities for cash. The value of the shares of our common stock and operating partnership units that we will issue in connection with the formation transactions will increase or decrease based on the actual public offering price of our common stock. Our predecessor will declare final distributions to the continuing investors, including members of our senior management team and certain of our directors, in an amount of approximately $19.0 million in the aggregate, which will be paid shortly following consummation of this offering.

In addition, in connection with the formation transactions, Messrs. Adam Ifshin and Stephen Ifshin have entered into agreements with us, pursuant to which they made limited representations and warranties to us regarding potential material adverse impacts on the entities and assets we will own following the formation transactions and agreed to indemnify us and our operating partnership for breaches of such representations and warranties. Such indemnification is limited to $10.0 million in operating partnership units to be deposited into an escrow fund at closing of the formation transactions (or, if less, the fair market value of such operating partnership units) and is subject to a $1.0 million deductible and threshold.

For more detailed information regarding the terms of the formation transactions, including the benefits to related parties, see “Structure and Formation of Our Company—Formation Transactions.”

Exchange and Subscription Agreements

The continuing investors will have contributed to us or our operating partnership interests in the existing entities pursuant to the exchange and subscription agreements with the individuals or entities that hold those interests. Each contribution is subject to all of the terms and conditions of the applicable exchange and subscription agreement, including the completion of this offering. The continuing investors will transfer their interests in the existing entities to our operating partnership (or another of our subsidiaries) for operating partnership units or shares of our common stock. We will assume or succeed to all of the contributors’ rights, obligations and responsibilities with respect to the existing entities contributed.

Under their respective exchange and subscription agreements, Mr. Adam Ifshin will directly and/or indirectly (through certain related entities) receive 2,375,000 shares of our common stock and 2,222,818 operating partnership units, representing, in aggregate, a 8.7% beneficial interest in our company on a fully diluted basis, and Mr. Stephen Ifshin will directly and/or indirectly (through certain related entities) receive 1,542,827 operating partnership units representing a 2.9% beneficial interest in our company on a fully diluted basis. Other members of our senior management team will receive an aggregate of 357,084 operating partnership units under exchange and subscription agreements, representing a 0.7% interest on a fully diluted basis). In addition, Catherine J. Paglia, one of our independent directors, who is a continuing investor, will receive 68,569 operating partnership units.

The exchange and subscription agreements generally contain representations by the continuing investors only with respect to the ownership of their interests and certain other limited matters. Messrs. Adam Ifshin and Stephen Ifshin, however, have made representations and warranties to our operating partnership with respect to

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the condition and operations of the properties and interests to be contributed to us and certain other matters. Messrs. Adam Ifshin and Stephen Ifshin have severally agreed to indemnify our operating partnership for breach of such representations and warranties until the date on which our independent auditors complete their first annual audit of our books and records, subject to a $1.0 million deductible and threshold and up to a maximum of $10.0 million. Messrs. Adam Ifshin and Stephen Ifshin have pledged operating partnership units to our operating partnership with a value, based on the price per share of our common stock in this offering, equal to $10.0 million, in order to secure their indemnity obligation, and such operating partnership units are the sole recourse of our operating partnership in the case of a breach of representation or warranty or other claim for indemnification.

Tax Protection Agreements

Under the Code, taxable gain or loss recognized upon a sale of an asset contributed to a partnership must be allocated to the contributing partner in a manner that takes into account the variation between the tax basis and the fair market value of the asset at the time of the contribution. This requirement may result in a significant allocation of taxable gain to the contributing partner, without any increased cash distribution to the contributing partner. In addition, when a partner contributes an asset subject to a liability to a partnership, any reduction in the partner’s share of partnership liabilities may result in taxable gain to the partner.

Our operating partnership will enter into tax protection agreements with Messrs. Adam Ifshin and Stephen Ifshin and certain other continuing investors, which are intended to protect these continuing investors against certain of the tax consequences described above to a limited extent. First, solely with respect to Messrs. Adam Ifshin and Stephen Ifshin, these agreements will provide that the operating partnership will not sell, exchange, transfer or otherwise dispose of 25 of the existing properties, which we refer to in this section as protected assets, or any interest in a protected asset prior to the eighth anniversary of the closing of this offering unless:

(1) Messrs. Adam Ifshin and Stephen Ifshin consent to the sale, exchange, transfer or other disposition; or

(2) the operating partnership delivers to Mr. Adam Ifshin and/or Mr. Stephen Ifshin, a cash payment intended to approximate the tax liability related to the recognition of the pre-contribution built-in gain resulting from the sale, exchange, transfer or other disposition of such protected asset (with the pre-contribution “built-in gain” being not more than the taxable gain that would have been recognized by Mr. Adam Ifshin and/or Mr. Stephen Ifshin had the protected asset been sold for fair market value in a taxable transaction at the time of the consolidation transaction) plus an additional amount so that, after the payment of all taxes on amounts received pursuant to the agreement (including any tax liability incurred as a result of receiving such payment), Mr. Adam Ifshin and/or Mr. Stephen Ifshin retains an amount equal to his total tax liability incurred as a result of the recognition of the pre-contribution built-in gain pursuant to such sale, exchange, transfer or other disposition; or

(3) the disposition does not result in a recognition of any built-in gain by Messrs. Adam Ifshin and Stephen Ifshin.

We expect that at all times our operating partnership would have sufficient liabilities to allow it to meet its obligations to allocate liabilities to its partners under the tax protection agreements, the operating partnership’s indemnification obligation with respect to “certain tax liabilities” would generally arise only in the event that the operating partnership disposes of a property specified in the tax protection agreement within eight years after the closing in a taxable transaction. In the event of such a disposition, the amount of our operating partnership’s indemnification obligation would depend on several factors, including the amount of “built-in gain,” if any, recognized and allocated to the indemnified partners with respect to such disposition and the effective tax rate to be applied to such gain at the time of such disposition. Our operating partnership estimates that if all of its assets subject to the tax protection agreements were sold in a taxable transaction immediately after this offering, the amount of our operating partnership’s indemnification obligations (including additional payments to compensate the

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indemnified partners for additional tax liabilities resulting from the indemnification payments) would be approximately $26.0 million, however, recently proposed legislation, depending on if, and in what form, it is enacted, could result in an increase in such indemnification obligations with respect to dispositions occurring in later taxable years.

Continuing investors other than Messrs. Adam Ifshin and Stephen Ifshin who, immediately prior to completion of this offering, owned an interest in a protected asset may benefit from the prohibition on disposing of such assets to the extent the prohibition prevents them from recognizing gain. However, unlike Messrs. Adam Ifshin and Stephen Ifshin, such continuing investors will not be a party to this tax protection agreement and will not receive any payments from our operating partnership if a protected asset is sold, nor is their consent required to dispose of a protected asset. In addition, a disposition of an existing property that is not a protected asset would not be subject to the tax protection agreement and could cause continuing investors, including Adam Ifshin and Stephen Ifshin, to recognize gain. We currently have no intention to sell or otherwise dispose of the properties or interest therein in taxable transactions during the restriction period.

Second, with respect to Messrs. Adam Ifshin and Stephen Ifshin and certain other continuing investors, to protect against gain recognition resulting from a reduction in a continuing investor’s share of the operating liabilities, the agreements also will provide that during the period from the closing of this offering through the twentieth anniversary of the closing of this offering, the operating partnership will offer certain continuing investors, including Messrs. Adam Ifshin and Stephen Ifshin, who continue to hold (directly or indirectly) at least 50% of their operating partnership units received in the formation transactions the opportunity (1) to enter into a “bottom dollar” guarantee of certain operating partnership debt or (2) in the event our operating partnership has recourse debt outstanding and the continuing investor agrees in lieu of guaranteeing debt pursuant to clause (1) above, to enter into a deficit restoration obligation, in each case, in a manner intended to provide an allocation of operating partnership liabilities to the continuing investor. In the event that a continuing investor guarantees debt of our operating partnership, such continuing investor will be responsible, under certain circumstances, for the repayment of the guaranteed amount to the lender in the event that the lender would otherwise recognize a loss on the loan, such as, for example, if property securing the loan was foreclosed and the value was not sufficient to repay a certain amount of the debt. A deficit restoration obligation is a continuing investor’s obligation, under certain circumstances, to contribute a designated amount of capital to our operating partnership upon our operating partnership’s liquidation in the event that the assets of our operating partnership are insufficient to repay our operating partnership liabilities.

Partnership Agreement

Concurrently with the completion of this offering, we will enter into the operating partnership agreement with the various persons receiving operating partnership units in the formation transactions, including certain members of our senior management team and our other continuing investors. As a result, such persons will become limited partners of our operating partnership. See “Description of the Partnership Agreement of DLC Realty, L.P.”

Pursuant to the operating partnership agreement, limited partners of our operating partnership will have rights beginning one year after the completion of this offering to cause our operating partnership to redeem each of their operating partnership units for cash equal to the then-current market value of one share of our common stock, or, at our election, to exchange their operating partnership units for shares of our common stock on a one-for-one basis.

Registration Rights

Upon completion of this offering and the formation transactions, we will enter into a registration rights agreement with the certain persons receiving shares of our common stock or operating partnership units in the formation transactions, including certain members of our senior management team and our other continuing investors. Under the registration rights agreement, subject to certain limitations, commencing not later than 14 months after the completion of the this offering, we will use commercially reasonable efforts to file one or more

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registration statements covering the resale of all shares of common stock into which the operating partnership units are redeemable, all shares of common stock issued as part of the consolidation transaction, all restricted shares of common stock issued to our independent directors and all shares issued to members of our senior management team pursuant to our 2010 equity incentive plan, or collectively the registrable shares. In addition, we will grant to such investors certain demand registration rights to have the registrable shares registered for resale; provided, however, that these registration rights will only begin to apply 14 months after the completion of this offering. We have also agreed to indemnify the persons receiving registration rights against specified liabilities, including certain potential liabilities arising under the Securities Act, or to contribute the payments such persons may be required to make in respect thereof. We have agreed to pay all of the expenses relating to a registration of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses and all fees and disbursements of counsel and independent public accountants retained by us, but excluding underwriting discounts and commissions.

Employment Agreements

We will enter into employment agreements with Messrs. Adam Ifshin, Stephen Ifshin, Daniel Taub, William Comeau, Jonathan Wigser and Michael Cohen that will become effective upon the consummation of this offering. These agreements will provide for salary, bonuses and other benefits, including among other things, severance benefits upon a termination of employment under certain circumstances. See “Management—Employment Agreements.”

Indemnification of Our Directors and Officers

Upon completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers as described in “Management—Limitation of Liability and Indemnification.”

Predecessor Cash Amounts

As permitted under the exchange and subscription agreements entered into by us and the continuing investors, our predecessor will declare final distributions to the continuing investors, including members of our senior management team and certain of our directors, in the amount of approximately $19.0 million in the aggregate (which is our estimate based on our historical combined balance sheet as of March 31, 2010) , which will be paid shortly following consummation of this offering. We anticipate this amount will be lower on the date our predecessor declares the final distributions due to expenses it will incur and pay in operating its business prior to such declaration date. The exchange and subscription agreements provide that our predecessor may assign and transfer all its right, title and interest in and to its cash to the continuing investors in accordance with the provisions of our predecessor’s organizational documents. These distributions will be paid from available cash of our predecessor not subject to reserves or attributable to prepayments of rent, management fees or other expense reimbursements immediately prior to the consummation of this offering and the release of escrows made by our predecessor held by lenders under indebtedness that is being repaid in connection with this offering. Such payments will not be made from the net proceeds of this offering.

Excluded Properties and Businesses

Mr. Adam Ifshin and certain other members of our senior management team own interests in seven additional shopping centers and one office building that will not be contributed to us in the formation transactions, which we refer to collectively as the excluded properties. In addition, Mr. Adam Ifshin is the sole stockholder of First Man Investment Securities Corp., an entity that is a registered placement agent. Messrs. Adam Ifshin and Stephen Ifshin also control Infill Development, LLC, primarily a stand-alone development business, that may continue to develop primarily single tenant stand-alone properties for Walgreens. Messrs. Adam Ifshin and Stephen Ifshin each own 50% of the membership interests in UrbanCore Development, LLC, a commercial real estate consulting and development company focused on mixed-use commercial sites in urban markets. Each of these businesses will not be contributed to us in the formation transactions and we refer to them as the excluded businesses. Pursuant to our management agreements with subsidiaries of Infill Development, LLC, we have been designated as the exclusive property manager for all

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properties owned by Infill Development, LLC, and will provide construction management and leasing services to, Infill Development, LLC on what we believe to be market terms. Pursuant to management agreements between our company and the excluded entities, we have been designated as the exclusive property and redevelopment manager and leasing agent for the excluded properties on what we believe to be market terms. Each of these management agreements may be terminated by subsidiaries of Infill Development, LLC or the excluded entity, as the case may be, (a) for cause, which is defined in each of the management agreements as (i) our failure to perform, in any material respect, our obligations under the applicable management agreement once notified within a specified time period, or (ii) our failure to account for or deposit funds belonging to Infill Development, LLC, or the excluded entity, as the case may be, or commit any act of fraud, intentional misrepresentation, gross negligence or willful misconduct, (b) in the event of a sale of the property being managed pursuant to such management agreement or (c) if Mr. Adam Ifshin ceases, for any reason whatsoever, to be our Chief Executive Officer.

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STRUCTURE AND FORMATION OF OUR COMPANY

Our Operating Partnership

Following the consummation of this offering and the formation transactions, substantially all of our assets will be held, directly or indirectly, by, and our operations run through, our operating partnership. We will contribute the net proceeds from this offering to our operating partnership in exchange for units therein. Our interest in our operating partnership will entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership. As the general partner of our operating partnership, we will generally have the exclusive power under the operating partnership agreement to manage and conduct its business, subject to certain limited approval and voting rights of the other limited partners described more fully below in “Description of the Partnership Agreement of DLC Realty, L.P.” Our board of directors will manage the affairs of our company by directing the affairs of our operating partnership.

Beginning on or after the date which is one year after the consummation of this offering, limited partners of our operating partnership have the right to require our operating partnership to redeem part or all of their operating partnership units for cash, or, at our election, shares of our common stock, based upon the fair market value of an equivalent number of shares of our common stock at the time of the redemption, subject to the ownership limits set forth in our charter and described under the section entitled “Description of Securities—Restrictions on Ownership and Transfer.” With each redemption of operating partnership units, we will increase our percentage ownership interest in our operating partnership and our share of our operating partnership’s cash distributions and profits and losses. See “Description of the Partnership Agreement of DLC Realty, L.P.”

Formation Transactions

Prior to completion of this offering, we do not own or operate the property portfolio described in this prospectus. We currently operate our business through our predecessor. Our predecessor is not a legal entity but rather a combination of (i) DLC Management Corporation, or our management company, (ii) Delphi Commercial Properties, Inc., or Delphi, (iii) the 56 limited liability companies or partnerships, or the existing entities, that currently own, directly or indirectly, and either through a fee interest or ground lease interest, 86 grocery and value-retail anchored shopping centers, or the properties, and (iv) First Man Orange Corp., a corporation that currently serves as the general partner of an existing entity, or the DLC principal entity. Upon consummation of this offering and the formation transactions, we will acquire the entities that own the properties and operate the businesses described in this prospectus. Prior to completion of the formation transactions, Mr. Adam Ifshin was the sole stockholder of our management company and Delphi, and the continuing investors, including certain members of our senior management team, owned all of the outstanding interests in the existing entities.

Prior to or concurrently with the completion of this offering, we will engage in formation transactions that are designed to:

• consolidate the ownership of our portfolio of shopping centers and the management company into our operating partnership;

• facilitate this offering;

• enable us to raise the necessary capital to repay existing indebtedness related to certain properties in our portfolio and other obligations;

• enable us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2010;

• defer the recognition of taxable gain by certain continuing investors (as defined below); and

• enable continuing investors to obtain liquidity (after the expiration of applicable lock-ups) for their investments.

We structured the formation transactions to minimize potential conflicts of interest. All of our continuing investors, other than Mr. Adam Ifshin, will receive only operating partnership units in the formation transactions.

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In addition to operating partnership units, Mr. Adam Ifshin will also receive shares of our common stock in exchange for his interests in our management company, Delphi and an entity that serves as the general partner for an existing entity. We will enter into tax protection agreements in connection with the formation transactions.

Pursuant to the formation transactions, the following have occurred or will occur prior to or concurrently with the completion of this offering (all amounts are based on the mid-point of the range of prices set forth on the front cover of this prospectus):

• We were formed as a Maryland corporation on March 8, 2010.

• Our operating partnership was formed as a Delaware limited partnership on March 9, 2010. We are the sole general partner of our operating partnership.

• Part of the formation transactions includes a consolidation transaction, pursuant to which, prior to or concurrently with the completion of this offering, certain holders of interests in our predecessor will exchange, through a series of mergers and other transactions, their equity interests in our predecessor for operating partnership units and/or shares of our common stock. We refer to holders of interests in our predecessor that will own operating partnership units and/or shares of our common stock following consummation of the formation transactions as continuing investors. Certain other holders of interests in the existing entities that are non-accredited investors (none of which consist of members of our senior management team or directors) will exchange their equity interests in the existing entities for cash. The agreements relating to the consolidation transaction are subject to customary closing conditions, including the closing of this offering. Our predecessor will declare final distributions to the continuing investors, including members of our senior management team and certain of our directors, in the amount of approximately $19.0 million in the aggregate, which will be paid shortly following consummation of this offering.

• As part of the consolidation transaction, our operating partnership will enter into agreements with Messrs. Adam Ifshin and Stephen Ifshin (with respect to clause (i) below) and certain of the continuing investors, including Adam Ifshin and Stephen Ifshin (with respect to clause (ii) below), pursuant to which the operating partnership will indemnify these continuing investors against certain tax liabilities intended to be deferred in the consolidation transaction (i) if those tax liabilities result from the operating partnership’s sale, transfer, conveyance or other disposition of 25 specified properties acquired by the operating partnership in the consolidation transaction representing approximately 41.1% of our annualized base rent as of March 31, 2010 or (ii) if the operating partnership fails to offer these continuing investors the opportunity to guarantee, or otherwise bear the risk of loss of, $75.0 million of indebtedness in the aggregate for U.S. federal income tax purposes.

• For purposes of the consolidation transaction, management determined the relative value of the existing entities and the DLC principal entity by estimating the assumed fair market value of the properties using a capitalization rate methodology and estimated the value of each existing entity and the DLC principal entity as a stand-alone company. Management determined the capitalization rate assigned to each property based on a number of factors, which included the applicable property’s occupancy at December 31, 2009; rental rates at December 31, 2009; potential for growth in net operating income through increases in occupancy and rental rates, reduction in costs or otherwise; current market demographics and the future outlook for such market; age of the property; strength of anchor tenants; competitive position within its market; historical renewal rates; and near-term capital expenditure requirements. The assumed value of our management company and Delphi was determined by taking the estimated 2010 net income of our management company and Delphi multiplied by a factor which approximated management’s estimate of a multiple at which investors in this offering might value our management company and Delphi after consummation of the consolidation transaction and this offering.

The relative assumed value of each existing entity (including the DLC principal entity) and our management company and Delphi was determined by management using the valuation methodologies

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described above. Then each such assumed individual existing entity value was divided by the assumed public offering price in this offering (the anticipated mid-point of the range at which the common stock is expected to be offered to the public) to arrive at the number of operating partnership units or shares of common stock that all investors in each of the existing entities, the DLC principal entity, our management company and Delphi would receive in the consolidation transaction. Each existing entity then allocated its assumed entity valuation to its investors in accordance with its respective distribution provisions in its organizational documents. In connection with the formation transactions management did not obtain any third-party appraisals of the properties, nor any independent third-party valuations or fairness opinions in connection with the consolidation transaction.

• While the relative valuation of our predecessor was fixed prior to the initial filing of the registration statement of which this prospectus is a part, the final valuation will be determined based on the actual public offering price of shares of our common stock in this offering. In consideration for the acquisition of our predecessor, we expect to issue an aggregate of 18,713,015 operating partnership units and 2,375,000 shares of our common stock, which includes an aggregate of 4,122,729 operating partnership units and 2,375,000 shares of our common stock to members of our senior management team, and pay approximately $251,800 in cash from the net proceeds of this offering. Based on the mid-point of the range of prices set forth on the front cover of this prospectus, the aggregate value of the consideration to be issued and paid by us in the consolidation transaction will be approximately $337.7 million, including approximately $104.0 million to members of our senior management team. An increase in the actual public offering price will result in an increase in the value of the consideration paid to continuing investors, including members of our senior management team. Likewise, a decrease in the actual public offering price will result in a decrease in the value of the consideration paid to continuing investors, including members of our senior management team.

• In contrast, the aggregate historical combined net tangible book value of our predecessor was approximately $(9.1) million as of March 31, 2010. Net tangible book value measures the historical costs of tangible assets (net of accumulated depreciation) reduced by outstanding tangible liabilities and is reflective of the manner in which assets and liabilities are recorded on the balance sheet of a business enterprise under GAAP. Because the net tangible book value of our predecessor is based on the historical costs of tangible assets acquired and tangible liabilities incurred over more than 18 years of business activities, we do not believe that net tangible book value is reflective of the fair market value of the existing entities.

• In connection with the formation transactions, we will assume approximately $680.1 million of total debt (based on March 31, 2010 outstanding balances), excluding amounts outstanding under our senior secured revolving credit facility.

• We will sell 31,250,000 shares of our common stock in this offering and an additional 4,687,500 shares if the underwriters exercise their option to purchase additional shares in full solely to cover over-allotments. We will contribute the net proceeds from this offering to our operating partnership in exchange for 31,250,000 operating partnership units (or 35,937,500 operating partnership units if the underwriters exercise their option to purchase up to an additional 4,687,500 shares in full solely to cover over-allotments).

• We expect to use a portion of the net proceeds from this offering to repay approximately $441.0 million of our outstanding indebtedness (based on March 31, 2010 outstanding balances) and to pay approximately $8.0 million in prepayment penalties, exit fees, swap breakage costs and defeasance costs related to such indebtedness.

• We have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility. The agreement will become effective upon the pricing of this offering and we intend to close this facility concurrently with the closing of this offering. The closing of the facility is contingent on the satisfaction of customary conditions.

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• Effective upon completion of this offering, we will grant to our executive officers a total of 732,269 LTIP units and grant 20,310 restricted shares of our common stock to our independent directors, that are subject to certain vesting requirements. The grants of LTIP units to our executive officers are designed to reward the individual’s contribution to our formation and this offering, as well as to provide an additional retention element for the recipient and to ensure that their interests are aligned with stockholders. The amount of LTIP units each executive officer will receive was determined through negotiation of their employment agreements.

• We will enter into management agreements with the entities that own the excluded properties, or the excluded entities, on what we believe to be market terms. See “Certain Relationships and Related Transactions—Excluded Properties and Businesses.”

• We expect to enter into management agreements with subsidiaries of Infill Development, LLC, pursuant to which, we expect to be designated as the exclusive property manager for all properties owned by Infill Development, LLC and will provide construction management and leasing services to, Infill Development, LLC on what we believe to be market terms.

Consequences of This Offering and the Formation Transactions

Upon completion of this offering and the formation transactions (all amounts are based on the mid-point of the range of prices set forth on the front cover of this prospectus):

• Our operating partnership will directly or indirectly own the assets of our management company and the fee simple or other interests in all of our properties that were previously owned by the existing entities.

• Purchasers of shares of our common stock in this offering are expected to own 92.9% of our outstanding common stock, or 58.9% on a fully diluted basis. If the underwriters exercise their option to purchase an additional 4,687,500 shares in full solely to cover over-allotments, purchasers of shares of our common stock in this offering are expected to own 93.8% of our outstanding common stock, or 62.2% on a fully diluted basis.

• We are the sole general partner of our operating partnership. We are expected to own 63.4% of the operating partnership units and the continuing investors, including certain members of our senior management team, will own 36.6%. If the underwriters exercise their option to purchase an additional 4,687,500 shares in full solely to cover over-allotments, we are expected to own 66.4% of the operating partnership units and the continuing investors, including certain members of our senior management team, are expected to own 33.6%.

• Substantially all of the current employees of our management company will become our employees.

• We expect to have total consolidated indebtedness of approximately $685.1 million (based on March 31, 2010 pro forma outstanding balances).

The aggregate historical combined net tangible book value of our predecessor was approximately $(9.1) million as of March 31, 2010. In exchange for these assets, we will assume or discharge approximately $1.1 billion in indebtedness and we are expected to pay approximately $251,800 in cash and issue 18,713,015 operating partnership units and 2,375,000 shares of our common stock with a combined aggregate value of $337.4 million for such operating partnership units, shares of our common stock and cash consideration, based on the mid-point of the range of prices set forth on the front cover of this prospectus. The initial public offering price does not necessarily bear any relationship to the book value or the fair market value of our assets.

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Our Structure

The following diagram depicts our ownership structure upon completion of this offering and the formation transactions, based on the mid-point of the range of prices set forth on the front cover of this prospectus.⁽¹⁾

(1) If the underwriters exercise their option to purchase an additional 4,687,500 shares of our common stock in full solely to cover over-allotments, our public stockholders, senior management team and directors and other continuing investors are expected to own 93.8%, 6.2% and 0.0%, respectively, of our outstanding common stock, and we, our senior management team and directors and all other continuing investors are expected to own 66.4%, 8.5% and 25.1% of the outstanding operating partnership units, respectively.

(2) On a fully diluted basis, our public stockholders are expected to own 58.9% of our outstanding common stock, our senior management team and directors are expected to own 13.8% of our outstanding common stock, and all other continuing investors as a group are expected to own 27.3% of our outstanding common stock.

(3) If the underwriters exercise their option to purchase an additional 4,687,500 shares of our common stock in full solely to cover over-allotments, on a fully diluted basis, our public stockholders are expected to own 62.2% of our outstanding common stock, our senior management team and directors are expected to own 12.7% of our outstanding common stock, and all other continuing investors as a group are expected to own 25.1% of our outstanding common stock.

(4) Our operating partnership will own various properties directly, or indirectly through limited liability companies and/or limited partnerships, the structure of which may be based upon the tax treatment of such an entity in the state in which the property is located or dictated by the financing that is placed on the property.

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Benefits of This Offering and the Formation Transactions to Certain Parties

Upon completion of this offering or in connection with the formation transactions, our senior management team, our directors and our continuing investors will receive material benefits, including the following (all amounts are based on the mid-point of the range of prices set forth on the front cover of this prospectus):

• In the case of Adam Ifshin, our Chairman, Chief Executive Officer and President, he is expected to own 7.1% of our outstanding common stock, or 8.9% on a fully diluted basis, with a total value of $75.7 million, represented by 2,375,000 shares of common stock, 2,222,818 operating partnership units and 131,837 LTIP units.

• In the case of Stephen Ifshin, our Vice Chairman, he is expected to own 3.2% of our outstanding common stock on a fully diluted basis, with a total value of $27.4 million, represented by 1,542,827 operating partnership units and 167,115 LTIP units.

• In the case of Daniel Taub, our Chief Operating Officer, he is expected to own 0.4% of our outstanding common stock on a fully diluted basis, with a total value of $3.4 million, represented by 103,748 operating partnership units and 110,767 LTIP units.

• In the case of William Comeau, our Chief Financial Officer, he is expected to own 0.2% of our outstanding common stock on a fully diluted basis, with a total value of $1.6 million, represented by 2,094 operating partnership units and 100,952 LTIP units.

• In the case of Jonathan Wigser, our Chief Investment Officer and Secretary, he is expected to own 0.3% of our outstanding common stock on a fully diluted basis, with a total value of $2.8 million, represented by 63,268 operating partnership units and 110,801 LTIP units.

• In the case of Michael Cohen, our Executive Vice President of Leasing, he is expected to own 0.6% of our outstanding common stock on a fully diluted basis, with a total value of $4.8 million, represented by 187,974 operating partnership units and 110,797 LTIP units.

• In the case of Catherine Paglia, one of our independent directors, she is expected to own 0.1% of our outstanding common stock on a fully diluted basis, with a total value of $1.2 million, represented by 68,569 operating partnership units and 4,062 restricted shares of common stock.

• Employment agreements for Mr. Adam Ifshin, Mr. Stephen Ifshin, Mr. Taub, Mr. Comeau, Mr. Wigser and Mr. Cohen, providing for salary, bonus and other benefits, including severance upon a termination of employment under certain circumstances as described under “Management—Employment Agreements.”

• Indemnification by us for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against our senior management team and directors of our management company who will become members of our senior management team and/or directors, in their capacities as such.

• Indemnification by us against adverse tax consequences to Messrs. Adam Ifshin and Stephen Ifshin in the event that we sell in a taxable transaction 25 of our properties until the eighth anniversary of the closing of the formation transactions.

• Our commitment to use commercially reasonable efforts to make $75.0 million of indebtedness available for guarantee, or otherwise bear the risk of loss, by certain continuing investors, including Messrs. Adam Ifshin and Stephen Ifshin, which will, among other things, allow them to defer the recognition of gain in connection with the formation transactions.

• The benefit of (i) the property management, construction management and leasing services provided by us to Infill Development, LLC, an entity that Messrs. Adam Ifshin and Stephen Ifshin control and (ii) the management, leasing and redevelopment services provided by us to each of the excluded entities that own the excluded properties under management agreements, each of which we believe contains fair market terms and conditions.

• The repayment of approximately $6.5 million of indebtedness to our management company under an existing secured revolving credit facility.

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• The release of guarantees to repay personally approximately $18.4 million of indebtedness that will be repaid with the proceeds of this offering and/or assumed upon the closing of this offering.

• A release by us with respect to all claims, liabilities, damages and obligations against (i) Mr. Adam Ifshin, related to his ownership of our management company and Delphi and (ii) our senior management team related to their ownership in the existing entities and their employment with our management company that exist at the closing of the formation transactions, other than breaches by them or entities related to them, as applicable, of the employment and non-competition agreement and the subscription agreements entered into by them and these entities in connection with the formation transactions.

• Effective upon completion of this offering, we will grant 131,837, 167,115, 110,767, 100,952, 110,801 and 110,797 LTIP units, to each of Mr. Adam Ifshin, Mr. Stephen Ifshin, Mr. Taub, Mr. Comeau, Mr. Wigser and Mr. Cohen, respectively, that are subject to certain vesting requirements.

• Effective upon completion of this offering, we will grant an aggregate of 20,310 restricted shares of our common stock to our independent directors.

• Our predecessor will declare final distributions to the continuing investors, including members of our senior management team and certain of our directors, in the amount of approximately $19.0 million in the aggregate, which will be paid shortly following consummation of this offering.

Persons holding shares of our common stock and operating partnership units as a result of the formation transactions will have rights (i) beginning one year after the completion of this offering, to cause our operating partnership to redeem any or all of their operating partnership units for a cash amount equal to the then-current market value of one share of our common stock per operating partnership unit, or, at our election, to exchange each of such operating partnership unit for which a redemption notice has been received for shares of our common stock on a one-for-one basis and (ii) beginning 14 months after completion of this offering, (a) to cause us to register shares of our common stock that may be issued in exchange for operating partnership units and LTIP units upon issuance or for resale under the Securities Act and (b) to cause us to register such shares of common stock for resale under the Securities Act.

We have not obtained as part of the formation transactions any recent third-party appraisals of the properties and other assets we will own upon completion of this offering and the formation transactions, or any other independent third-party valuations or fairness opinions in connection with the formation transactions. As a result, the consideration to be given by us for our properties and other assets in the formation transactions may exceed their fair market value. See “Risk Factors—Risks Related to Our Properties and Our Business—We have not obtained as part of the formation transactions recent appraisals of the properties we will own upon completion of this offering and the formation transactions and the value of these properties was not negotiated at arm’s length and consideration given by us in exchange for them may exceed their fair market value.”

Determination of Offering Price

The initial public offering price of our common stock will be determined in consultation with the underwriters. Among the factors that will influence the pricing of this offering are our record of operations; our management; our estimated net income; our estimated funds from operations; our estimated cash available for distribution; our anticipated dividend yield; our growth prospects; the current market valuations for comparable REITs; financial performance and dividend yields of publicly traded companies considered by us and the underwriters to be comparable to us; and the state of the commercial real estate industry and the economy as a whole. The initial public offering price does not necessarily bear any relationship to our book value or the fair market value of our assets. We have not obtained as part of the formation transactions any recent third-party appraisals of the properties and other assets to be contributed to our operating partnership in connection with the formation transactions, or any other independent third-party valuations or fairness opinions in connection with the formation transactions. As a result, the consideration to be given in exchange by us for these properties and other assets may exceed their fair market value. The aggregate historical combined net tangible book value of our predecessor was approximately $(9.1) million as of March 31, 2010.

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POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of certain of our investment, financing and other policies. These policies have been determined by our board of directors and, in general, may be amended and revised from time to time at the discretion of our board of directors without notice to or a vote of our stockholders.

Investment Policies

Investment in Real Estate or Interests in Real Estate

We will conduct all of our investment activities through our operating partnership and its affiliates. Our investment objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value to allow for stable dividends and stock appreciation. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of the properties and our acquisition and other strategic objectives, see “Business and Properties.”

We expect to pursue our investment objectives primarily through the ownership, directly or indirectly, by our operating partnership of the properties that we will own following the formation transactions. We intend to invest primarily in grocery and value-retail anchored shopping centers, including potential acquisitions of properties in need of redevelopment. Future investment or redevelopment activities will not be limited to any geographic area, product type or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market or submarket, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment or development activities in a manner that is consistent with the maintenance of our qualification as a REIT for U.S. federal income tax purposes. We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. In addition, we may purchase or lease income-producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We may also participate with third parties in property ownership, through joint ventures or other types of co-ownership, if we determine that doing so would be the most effective means of raising capital. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, operating partnership units, preferred stock or options to purchase stock.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments. Principal and interest on our debt will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be treated as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Investments in Real Estate Mortgages

Our current portfolio consists entirely of, and our business objectives emphasize, equity investments in retail real estate. Although we do not presently intend to invest in mortgages or deeds of trust, other than in a manner that is ancillary to an equity investment, we may elect, in our discretion, to invest in mortgages and other types of real estate interests, including, without limitation, participating or convertible mortgages; provided, in each case, that such investment is consistent with our qualification as a REIT. Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that the collateral securing certain mortgages may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the percentage of ownership limitations and gross income tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other

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issuers, including for the purpose of exercising control over such entities. We do not currently have any policy limiting the types of entities in which we may invest or the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture. We intend to invest primarily in entities that own grocery and value-retail anchored shopping centers. We have no current plans to invest in entities that are not engaged in real estate activities. Our investment objectives are to maximize the cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives.

Investment in Other Securities

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stocks or common stock.

Dispositions

We may from time to time, dispose of properties if, based upon management’s periodic review of our portfolio, our board of directors determines such action would be in our best interest. In addition, we may elect to enter into joint ventures or other types of co-ownership with respect to properties that we already own, either in connection with acquiring interests in other properties (as discussed above in “—Investment in Real Estate or Interests in Real Estate”) or from investors to raise equity capital. Certain directors and members of our senior management team who hold operating partnership units may have their decision as to the desirability of a proposed disposition influenced by the tax consequences to them resulting from the disposition of a certain property. In addition, we may be obligated to indemnify certain continuing investors, including members of our senior management team, against adverse tax consequences to them in the event that we sell or dispose of certain properties in taxable transactions. See “Risk Factors—Risks Related to Our Organization and Structure—Tax consequences to holders of operating partnership units upon a sale or refinancings of our properties may cause the interests of certain members of our senior management team to differ from your own.”

Financing Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Although our board of directors has not adopted a policy that limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or variable rate. Our charter and bylaws do not limit the amount or percentage of indebtedness that we may incur nor do they restrict the form in which our indebtedness will be taken (including recourse or non-recourse debt, cross collateralized debt, etc.). Our board of directors may from time to time modify our debt policy in light of the then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

To the extent our board of directors determines to obtain additional capital, we may, without stockholder approval, issue debt or equity securities, including additional operating partnership units, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes) or pursue a combination of these methods. As long as our operating partnership is in existence, the proceeds of all equity capital raised by us will be contributed to our operating partnership in exchange for additional interests in our operating partnership, which will dilute the ownership interests of the limited partners in our operating partnership.

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Conflict of Interest Policies

Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. We will enter into agreements with Messrs. Adam Ifshin and Stephen Ifshin (with respect to clause (i) below) and certain of the continuing investors, including Adam Ifshin and Stephen Ifshin (with respect to clause (ii) below), pursuant to which the operating partnership will indemnify these continuing investors against certain tax liabilities intended to be deferred in the consolidation transaction (i) if those tax liabilities result from the operating partnership’s sale, transfer, conveyance or other disposition of 25 specified properties acquired by the operating partnership in the consolidation transaction representing approximately 41.1% of our annualized base rent as of March 31, 2010, or (ii) if the operating partnership fails to offer these continuing investors the opportunity to guarantee, or otherwise bear the risk of loss of, $75.0 million of indebtedness in the aggregate for U.S. federal income tax purposes. Such agreements may limit our ability to sell certain of our properties. In addition, Messrs. Adam Ifshin and Stephen Ifshin have outside business interests which include ownership interests in the excluded properties and excluded businesses which we are not acquiring. Our directors and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, we have fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership. Our duties as a general partner to our operating partnership and its partners, may come into conflict with the duties of our directors and officers to our company. Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of loyalty and care and which generally prohibits such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The limited partners of our operating partnership have agreed that in the event of such a conflict, we will fulfill our fiduciary duties to such limited partners by acting in the best interests of our stockholders.

Additionally, the operating partnership agreement expressly limits our liability by providing that neither the general partner of the operating partnership, nor any of its directors or officers, will be liable or accountable in damages to our operating partnership, the limited partners or assignees for errors in judgment, mistakes of fact or law or for any act or omission if we, or such director or officer, acted in good faith. In addition, our operating partnership is required to indemnify us, our affiliates and each of our respective trustees, officers, directors and employees and any person we may designate from time to time in our sole and absolute discretion to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the operating partnership, provided that our operating partnership will not indemnify such person for (1) willful misconduct or a knowing violation of the law, (2) any transaction for which such person received an improper personal benefit in violation or breach of any provision of the operating partnership agreement, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

The provisions of Delaware law that allow the common law fiduciary duties of a general partner to be modified by a operating partnership agreement have not been resolved in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the operating partnership agreement that purport to waive or restrict our fiduciary duties that would be in effect under common law were it not for the operating partnership agreement.

We have adopted certain policies designed to eliminate or minimize certain potential conflicts of interest. Specifically, we will adopt a code of business conduct and ethics that prohibits conflicts of interest between our officers, employees and directors on the one hand, and our company on the other hand, except in compliance with the policy. Our code of business conduct and ethics will state that a conflict of interest exists when a person’s private interest interferes with our interest. For example, a conflict of interest will arise when

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any of our employees, officers or directors or any immediate family member of such employee, officer or director receives improper personal benefits as a result of his or her position with us. Our code of business conduct and ethics will also limit our employees, officers and directors from engaging in any activity that is competitive with the business activities and operations of our company, except as disclosed in this prospectus. Waivers of our code of business conduct and ethics will be required to be disclosed in accordance with NYSE and Securities and Exchange Commission requirements. In addition, we will adopt corporate governance guidelines to assist our board of directors in the exercise of its responsibilities and to serve our interests and those of our stockholders. In addition, certain provisions of Maryland law are also designed to minimize conflicts. However, we cannot assure you these policies or provisions of law will always succeed in eliminating the influence of such conflicts. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Except with respect to the excluded properties and excluded businesses, none of our senior management team will be permitted to compete with us during their employment with us.

Policies with Respect to Other Activities

We have authority to offer common stock, operating partnership units, preferred stock, options to purchase stock or other securities in exchange for property, repurchase or otherwise acquire our common stock or other securities in the open market or otherwise, and we may engage in such activities in the future. As described in “Description of the Partnership Agreement of DLC Realty, L.P.,” we expect, but are not obligated, to issue common stock to holders of operating partnership units upon exercise of their redemption rights. Except in connection with the formation transactions or pursuant to our 2010 equity incentive plan, we have not issued common stock, units or any other securities in exchange for property or any other purpose, although, as discussed above in “Investment in Real Estate or Interests in Real Estate,” we may elect to do so. After the consummation of the formation transactions, our board of directors has no present intention of causing us to repurchase any common stock, although we may do so in the future. We may issue preferred stock from time to time, in one or more series, as authorized by our board of directors without the need for stockholder approval. See “Description of Securities.” We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers other than our operating partnership and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify as a REIT, unless because of circumstances or changes in the Code or the Treasury Regulations our board of directors determines that it is no longer in our best interest to qualify as a REIT. We have not made any loans to third parties, although we may make loans to third parties, including, without limitation, to joint ventures in which we participate. We intend to make investments in such a way that we will not be treated as an investment company under the 1940 Act.

Reporting Policies

We intend to make available to our stockholders our annual reports, including our audited financial statements. After this offering, we will become subject to the information reporting requirements of the Exchange Act. Pursuant to those requirements, we will be required to file annual and periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

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DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF DLC REALTY, L.P.

The following is a summary of the material provisions of the operating partnership agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. The following description does not purport to be complete and is subject to and qualified in its entirety by reference to applicable provisions of the Delaware Revised Uniform Limited Partnership Act, as amended, and the operating partnership agreement. See “Where You Can Find More Information.” For the purposes of this section, references to the “general partner” refer to DLC Realty Trust, Inc.

General

Our operating partnership is a Delaware limited partnership that was formed on March 9, 2010. Our company is the sole general partner of our operating partnership. Pursuant to the operating partnership agreement, we have, subject to certain protective rights of limited partners described below, full, exclusive and complete responsibility and discretion in the management and control of our operating partnership, including the ability to cause the partnership to enter into certain major transactions including a merger of our operating partnership or a sale of substantially all of the assets of our operating partnership. The limited partners have no power to remove the general partner without the general partner’s consent.

Our company is under no obligation to give priority to the separate interests of the limited partners or our stockholders in deciding whether to cause our operating partnership to take or decline to take any actions. If there is a conflict between the interests of our stockholders on one hand and the limited partners on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or the limited partners. We are not liable under the operating partnership agreement to our operating partnership or to any partner for monetary damages for losses sustained, liabilities incurred, or benefits not derived by limited partners in connection with such decisions, provided that we have acted in good faith.

Upon completion of this offering and the formation transactions, substantially all of our business activities, including all activities pertaining to the acquisition and operation of properties, must be conducted through our operating partnership, and our operating partnership must be operated in a manner that will enable us to satisfy the requirements for qualification as a REIT.

Management Liability and Indemnification

Neither we nor our directors and officers are liable to our operating partnership for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission, so long as such person acted in good faith. The operating partnership agreement provides for indemnification of us, our affiliates and each of our respective officers, directors and any persons we may designate from time to time in our sole and absolute discretion to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the operating partnership, provided that our operating partnership will not indemnify such person, for (i) willful misconduct or a knowing violation of the law, (ii) any transaction for which such person received an improper personal benefit in violation or breach of any provision of the operating partnership agreement, or (iii) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful, as set forth in the operating partnership agreement (subject to the exceptions described below under “—Fiduciary Responsibilities”).

Fiduciary Responsibilities

Our directors and officers have duties under applicable Maryland law to manage us in a manner consistent with our best interests. At the same time, the general partner of our operating partnership has fiduciary duties to manage

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our operating partnership in a manner beneficial to our operating partnership and its partners. Our duties, as the general partner, to our operating partnership and its limited partners, therefore, may come into conflict with the duties of our directors and officers to our stockholders. We will be under no obligation to give priority to the separate interests of the limited partners of our operating partnership or our stockholders in deciding whether to cause the operating partnership to take or decline to take any actions. The limited partners of our operating partnership have agreed that in the event of a conflict in the duties owed by us to our stockholders and the fiduciary duties owed by us, in our capacity as general partner of our operating partnership, to such limited partners, we will fulfill our fiduciary duties to such limited partners by acting in the best interests of our stockholders.

The limited partners of our operating partnership expressly acknowledged that we are acting for the benefit of the operating partnership, the limited partners and our stockholders collectively.

LTIP Units

Upon completion of this offering, we will cause our operating partnership to issue an aggregate of              LTIP units to our executive officers. These LTIP units will vest pro rata on an annual basis over a period of five years. In general, LTIP units are a class of partnership units in our operating partnership and will receive the same quarterly per unit profit distributions as the other outstanding units in our operating partnership. As profits interests, LTIP units initially will not have full parity, on a per unit basis, with our operating partnership’s common units with respect to liquidating distributions. Upon the occurrence of specified events, LTIP units can over time achieve full parity with common units and therefore accrete to an economic value for the holder equivalent to common units. If such parity is achieved, vested LTIP units may be converted on a one-for-one basis into common units, which in turn are redeemable by the holder for shares of our common stock on a one-for-one basis or for the cash value of such shares, at our election. However, there are circumstances under which LTIP units will not achieve parity with common units, and until such parity is reached, the value that a participant could realize for a given number of LTIP units will be less than the value of an equal number of shares of our common stock and may be zero.

Distributions

The operating partnership agreement provides that holders of operating partnership units and LTIP units are entitled to receive quarterly distributions of all, or such portion as we may in our sole and absolute discretion determine, of available cash (i) first, with respect to any operating partnership units and LTIP units that are entitled to any preference in accordance with the rights of such operating partnership unit or LTIP unit (and, within such class, pro rata according to their respective percentage interests) and (ii) second, with respect to any operating partnership units and LTIP units that are not entitled to any preference in distribution, in accordance with the rights of such class of operating partnership unit or LTIP units (and, within such class, pro rata in accordance with their respective percentage interests).

Allocations of Net Income and Net Loss

Net income and net loss of our operating partnership are determined and allocated with respect to each fiscal year of our operating partnership as of the end of the year. Except as otherwise provided in the operating partnership agreement, an allocation of a share of net income or net loss is treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing net income or net loss. Except as otherwise provided in the operating partnership agreement, net income and net loss are allocated to the holders of operating partnership units or LTIP units holding the same class of operating partnership units or LTIP units in accordance with their respective percentage interests in the class at the end of each fiscal year. In particular, upon the occurrence of certain specified events, our operating partnership will revalue its assets and any net increase in valuation will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of operating partnership unit or LTIP units holders. See “Management—Executive Compensation —2010 Equity Incentive Plan.” The operating partnership agreement contains provisions for special allocations

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intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Except as otherwise provided in the operating partnership agreement, for U.S. federal income tax purposes under the Code and the Treasury Regulations, each operating partnership item of income, gain, loss and deduction is allocated among the limited partners of our operating partnership in the same manner as its correlative item of book income, gain, loss or deduction is allocated pursuant to the operating partnership agreement. In addition, under Section 704(c) of the Code, items of income, gain, loss and deduction with respect to appreciated or depreciated property which is contributed to a partnership, such as our operating partnership, in a tax-free transaction must be specially allocated among the partners in such a manner so as to take into account such variation between tax basis and fair market value. The operating partnership will allocate tax items to the holders of operating partnership units or LTIP units taking into consideration the requirements of Section 704(c). See “U.S. Federal Income Tax Considerations.”

Redemption Rights

After one year of becoming a holder of operating partnership units (including any LTIP units that are converted into operating partnership units), each limited partner of our operating partnership will have the right, subject to the terms and conditions set forth in the operating partnership agreement, to require our operating partnership to redeem all or a portion of the operating partnership units held by such limited partner in exchange for a cash amount equal to the number of tendered operating partnership units multiplied by the price of a share of our common stock, unless the terms of such operating partnership units or a separate agreement entered into between our operating partnership and the holder of such operating partnership units provide that they are not entitled to a right of redemption. On or before the close of business on the fifth business day after we receive a notice of redemption, we may, in our sole and absolute discretion, but subject to the restrictions on the ownership of our common stock imposed under our charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tendered operating partnership units from the tendering partner in exchange for shares of our common stock, based on an exchange ratio of one share of our common stock for each operating partnership unit (subject to anti-dilution adjustments provided in the operating partnership agreement). It is our current intention to exercise this right in connection with any redemption of operating partnership units.

Transferability of Operating Partnership Units; Extraordinary Transactions

We will not be able to voluntarily withdraw from the operating partnership or transfer our interest in the operating partnership, including our limited partner interest unless the transfer is made in connection with (i) any merger, consolidation or other combination in which, following the consummation of such transaction, the equity holders of the surviving entity are substantially identical to our stockholders, (ii) a transfer to a qualified REIT subsidiary or (iii) as otherwise expressly permitted under the operating partnership agreement. The operating partnership agreement permits us to engage in a merger, consolidation or other combination, or sale of substantially all of our assets if:

• we receive the consent of a majority in interest of the limited partners (excluding our company);

• following the consummation of such transaction, substantially all of the assets of the surviving entity consist of partnership units; or

• as a result of such transaction all limited partners will receive, or will have the right to receive, for each partnership unit an amount of cash, securities or other property equal in value to the greatest amount of cash, securities or other property paid in the transaction to a holder of one share of our common stock, provided that if, in connection with the transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of our common stock, each holder of partnership units shall be given the option to exchange its partnership units for the greatest amount of cash, securities or other property that a limited partner would have received had it exercised its redemption right (described above) and received shares of our common stock immediately prior to the expiration of the offer.

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With certain limited exceptions, the limited partners may not transfer their interests in our operating partnership, in whole or in part, without our prior written consent, which consent may be withheld in our sole and absolute discretion. Except with our consent to the admission of the transferee as a limited partner, no transferee shall have any rights by virtue of the transfer other than the rights of an assignee, and will not be entitled to vote or effect a redemption with respect to such partnership units in any matter presented to the limited partners for a vote. We, as general partner, will have the right to consent to the admission of a transferee of the interest of a limited partner, which consent may be given or withheld by us in our sole and absolute discretion.

Issuance of Our Stock

Pursuant to the operating partnership agreement, upon the issuance of our stock other than in connection with a redemption of operating partnership units, we will generally be obligated to contribute or cause to be contributed the cash proceeds or other consideration received from the issuance to our operating partnership in exchange for, in the case of common stock, operating partnership units or, in the case of an issuance of preferred stock, preferred operating partnership units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the preferred stock.

Tax Matters

Pursuant to the operating partnership agreement, the general partner is the tax matters partner of our operating partnership. Accordingly, we have the authority to handle tax audits and to make tax elections under the Code, in each case, on behalf of our operating partnership.

Term

The term of the operating partnership commenced on March 9, 2010 and will continue perpetually, unless earlier terminated in the following circumstances:

• a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the general partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the general partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless, prior to the entry of such order or judgment, a majority in interest of the remaining outside limited partners agree in writing, in their sole and absolute discretion, to continue the business of the operating partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a successor general partner;

• an election to dissolve the operating partnership made by the general partner in its sole and absolute discretion, with or without the consent of a majority in interest of the outside limited partners;

• entry of a decree of judicial dissolution of the operating partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act;

• the occurrence of any sale or other disposition of all or substantially all of the assets of the operating partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the operating partnership;

• the redemption (or acquisition by the general partner) of all operating partnership units that the general partner has authorized other than those held by our company; or

• the incapacity or withdrawal of the general partner, unless all of the remaining partners in their sole and absolute discretion agree in writing to continue the business of the operating partnership and to the appointment, effective as of a date prior to the date of such incapacity, of a substitute general partner.

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Amendments to the Operating Partnership Agreement

Amendments to the operating partnership agreement may only be proposed by the general partner. Generally, the operating partnership agreement may be amended with the general partner’s approval and the approval of the limited partners holding a majority of all outstanding limited partner units (excluding limited partner units held by us or our subsidiaries). Certain amendments that would, among other things, have the following effects, must be approved by each partner adversely affected thereby:

• convert a limited partner’s interest into a general partner’s interest (except as a result of the general partner acquiring such interest);

• modify the limited liability of a limited partner;

• alter the rights of any partner to receive the distributions to which such partner is entitled;

• alter or modify the redemption rights provided by the operating partnership agreement; or

• alter or modify the provisions governing transfer of the general partner’s partnership interest.

Notwithstanding the foregoing, we will have the power, without the consent of the limited partners, to amend the operating partnership agreement as may be required to:

• add to our obligations or surrender any right or power granted to us or any of our affiliates for the benefit of the limited partners;

• reflect the admission, substitution, or withdrawal of partners or the termination of the operating partnership in accordance with the operating partnership agreement and to amend the list of operating partnership unit and LTIP unit holders in connection with such admission, substitution or withdrawal;

• reflect a change that is of an inconsequential nature and does not adversely affect the limited partners in any material respect, or to cure any ambiguity, correct or supplement any provision in the operating partnership agreement not inconsistent with the law or with other provisions, or make other changes with respect to matters arising under the operating partnership agreement that will not be inconsistent with the law or with the provisions of the operating partnership agreement;

• satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a U.S. federal or state agency or contained in U.S. federal or state law;

• set forth and reflect in the operating partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the operating partnership agreement;

• reflect such changes as are reasonably necessary for us to maintain or restore our qualification as a REIT or to satisfy the REIT requirements or to reflect the transfer of all or any part of a partnership interest among our company and any qualified REIT subsidiary;

• modify either or both the manner in which items of net income or net loss are allocated or the manner in which capital accounts are computed (but only to the extent set forth in the operating partnership agreement, or to the extent required by the Code or applicable income tax regulations under the Code);

• issue additional partnership interests; and

• reflect any other modification to the operating partnership agreement as is reasonably necessary for the business or operations of the operating partnership or the general partner of the operating partnership and which does not otherwise require the consent of each partner adversely affected.

Certain provisions affecting our rights and duties as general partner, either directly or indirectly (e.g., restrictions relating to certain extraordinary transactions involving us or the operating partnership) may not be amended without the approval of a majority of the limited partnership units (excluding limited partnership units held by us).

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DESCRIPTION OF SECURITIES

The following is a summary of the rights and preferences of our securities. While we believe the following description covers the material terms of our securities, the description does not purport to be complete and is subject to and is qualified in its entirety by reference to the MGCL and our charter and bylaws. We encourage you to read carefully this entire prospectus, our charter and bylaws and the other documents we refer to for a more complete understanding of our securities. Copies of our charter and bylaws are filed as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

General

Our charter provides that we may issue up to 450,000,000 shares of common stock, $0.01 par value per share, and up to 50,000,000 shares of preferred stock, $0.01 par value per share. Our charter authorizes our board of directors to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of shares of stock of any class or series that we have authority to issue without stockholder approval. After giving effect to this offering and the formation transactions, 53,090,594 shares of common stock will be issued and outstanding on a fully diluted basis (57,778,094 shares if the underwriters’ option to purchase up to 4,687,500 additional shares of our common stock is exercised in full solely to cover over-allotments), and no shares of preferred stock will be issued and outstanding. Under Maryland law, stockholders are not generally liable for our debts or obligations solely as a result of their status as stockholders.

Shares of Common Stock

All of the shares of common stock offered by this prospectus will be duly authorized, validly issued, fully paid and non-assessable. Subject to the preferential rights, if any, of any other class or series of our stock and to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, holders of shares of common stock are entitled to receive dividends on such shares of common stock out of assets legally available therefor if, as and when authorized by our board of directors and declared by us, and the holders of our shares of common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment of or adequate provision for all our known debts and liabilities.

Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of shares of common stock, each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of stock, the holders of shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors. Directors are elected by a plurality of all the votes cast in the election of directors. Under a plurality voting standard, directors who receive the greatest number of votes cast in their favor are elected to the board of directors.

Holders of shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any securities of our company and generally have no appraisal rights unless our board of directors determines that appraisal rights apply, with respect to all or any such classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise appraisal rights. Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, shares of common stock will have equal dividend, liquidation and other rights.

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Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge or consolidate with another entity, sell all or substantially all of its assets or engage in a share exchange unless the action is approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is specified in the corporation’s charter. Our charter provides that these actions (other than certain amendments to the provisions of our charter related to the removal of directors, the restrictions on ownership and transfer of our stock and the vote required to amend these provisions) may be approved by a majority of all of the votes entitled to be cast on the matter.

Power to Reclassify Our Unissued Shares of Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of common or preferred stock into other classes or series of stock. Prior to issuance of shares of each class or series, our board of directors is required by Maryland law and by our charter to set, subject to the provisions of our charter regarding restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series. Therefore, our board of directors could authorize the issuance of shares of common or preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a change in control or other transaction that might involve a premium price for our shares of common stock or otherwise be in the best interest of our stockholders. No shares of preferred stock are presently outstanding, and we have no present plans to issue any shares of preferred stock.

Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock

We believe the power of our board of directors to amend our charter to increase or decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common or preferred stock and to classify or reclassify unissued shares of common or preferred stock and thereafter to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the additional shares of common stock, will be available for issuance without further action by our stockholders, unless such approval is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not intend to do so, it could authorize us to issue a class or series of stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a change in control or other transaction that might involve a premium price for our shares of common stock or otherwise be in the best interest of our stockholders.

Restrictions on Ownership and Transfer

In order for us to qualify as a REIT under the Code, our shares of stock must be owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, beginning after December 31, 2010, no more than 50% of the value of the outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of any taxable year (other than the first year for which an election to be a REIT has been made). To qualify as a REIT, we must satisfy other requirements as well. See “U.S. Federal Income Tax Considerations—Requirements for Qualification—General.”

Our charter contains restrictions on the ownership and transfer of our shares of common stock and other outstanding shares of stock. The relevant sections of our charter provide that, subject to the exceptions described below, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.0% by value or number of shares, whichever is more restrictive, of the

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outstanding shares of our common stock (the common stock ownership limit), or 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of all classes and series of our securities (the aggregate stock ownership limit). As an exception to this general prohibition, our charter permits Adam Ifshin, our chief executive officer and president, together with his family, to own up to 13.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock or capital stock. We refer to the common stock ownership limit and the aggregate stock ownership limit collectively as the “ownership limits.” A person or entity that, but for operation of the ownership limits or another restriction on ownership and transfer of our stock as described below, would beneficially own or be deemed to beneficially own, by virtue of the applicable constructive ownership provisions of the Code, shares of our stock and/or, if appropriate in the context, a person or entity that would have been the record owner of such shares of our stock is referred to as a “prohibited owner.”

The constructive ownership rules under the Code are complex and may cause shares of stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or 9.0% by value or number of shares, whichever is more restrictive, of the outstanding shares of all classes and series of our securities (or the acquisition of an interest in an entity that owns, actually or constructively, shares of our stock) by an individual or entity, could, nevertheless, cause that individual or entity, or another individual or entity, to own constructively in excess of the ownership limits.

Our board of directors may, in its sole discretion and subject to the receipt of certain representations, covenants and undertakings, prospectively or retroactively, exempt a person from the ownership limits and establish an excepted holder limit for such person. However, our board of directors may not exempt any person whose ownership of our outstanding stock would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise would result in our failing to qualify as a REIT. In order to be considered by the board of directors for exemption, a person also must not own, actually or constructively, an interest in one of our tenants (or a tenant of any entity which we own or control) that would cause us to own beneficially or constructively more than a 9.9% interest in the tenant if the income derived by us from such tenant would reasonably be expected to equal or exceed the lesser of (i) one percent of our gross income (as determined for purposes of Section 856(c) of the Code) or (ii) an amount that would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code. The person seeking an exemption must represent and covenant to the satisfaction of our board of directors that it will not violate these restrictions. The person also must agree that any violation or attempted violation of these restrictions will result in the automatic transfer to a trust of the shares of stock causing the violation. As a condition of its waiver, our board of directors may require an opinion of counsel or Internal Revenue Service ruling satisfactory to our board of directors with respect to our qualification as a REIT.

In connection with the waiver of the ownership limits, creating an excepted holder limit or at any other time, our board of directors may from time to time increase or decrease the ownership limits subject to the restrictions in the paragraph above; provided, however, that the ownership limits may not be decreased or increased if, after giving effect to such decrease or increase, five or fewer persons could own or beneficially own in the aggregate, more than 49.9% in value of our shares then outstanding. Prior to the modification of the ownership limits, our board of directors may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure our qualification as a REIT. Reduced ownership limits will not apply to any person or entity whose percentage ownership in our shares of common stock or stock of all classes and series, as applicable, is in excess of such decreased ownership limits until such time as such person’s or entity’s percentage ownership of our common stock or stock of all classes and series, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of shares of our common stock or stock of all classes and series, as applicable, in excess of such percentage ownership of our shares of common stock or total shares of stock will be in violation of the ownership limits.

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Our charter further prohibits:

• any person from beneficially or constructively owning, applying certain attribution rules of the Code, shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT;

• any person from beneficially or constructively owning shares of our stock to the extent that such ownership would result in us owning (directly or indirectly) more than a 9.9% interest in one of our tenants (or a tenant of any entity which we own or control) if the income derived by us (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant would reasonably be expected to equal or exceed the lesser of (i) one percent of our gross income (as determined for purposes of Section 856(c) of the Code) or (b) an amount that would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code; and

• any person from transferring our shares of stock if such transfer would result in our shares of stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate the ownership limits or any of the foregoing restrictions on transferability and ownership will be required to give written notice immediately to us (or, in the case of such a proposed or attempted acquisition, to give at least 15 days prior written notice to us) and provide us with such other information as we may request in order to determine the effect of such transfer on our qualification as a REIT. The foregoing provisions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT or that compliance with such provisions is no longer required for REIT qualification.

If any transfer of shares of our stock would result in shares of our stock being beneficially owned by fewer than 100 persons, such transfer will be null and void and the intended transferee will acquire no rights in such shares. In addition, if any purported transfer of shares of our stock or any other event would otherwise result in any person violating the ownership limits or such other limit established by our board of directors or in our being “closely held” under Section 856(h) of the Code or otherwise failing to qualify as a REIT or in our owning (directly or indirectly) more than a 9.9% interest in one of our tenants (or a tenant of any entity which we own or control) if the income derived by us from such tenant would reasonably be expected to equal or exceed the lesser of (i) one percent of our gross income (as determined for purposes of Section 856(c) of the Code) or (b) an amount that would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code, then generally that number of shares (rounded up to the nearest whole share) that would cause us to violate such restrictions will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more charitable organizations selected by us and the intended transferee will acquire no rights in such shares. The automatic transfer will be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in a transfer to the trust. Any dividend or other distribution paid to the prohibited owner, prior to our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand for the benefit of the charitable beneficiary of the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable ownership limits or our being “closely held” under Section 856(h) of the Code or otherwise failing to qualify as a REIT, then our charter provides that the transfer of the shares will be null and void.

Shares of stock transferred to the trustee are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price paid by the prohibited owner for the shares (or, in the event of a gift, devise or other such transaction, the last reported sales price reported on the NYSE (or other applicable exchange) on the day of the event which resulted in the transfer of such shares of stock to the trust) and (ii) the market price on the date we, or our designee, accepts such offer. We may reduce the amount payable to the trustee by the amount of dividends and other distributions which have been paid to the prohibited owner and are owed by the prohibited owner to the trustee and may pay the amount of such reduction to the trustee for the

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benefit of the charitable beneficiary. We have the right to accept such offer until the trustee has sold the shares of our stock held in the trust pursuant to the clauses discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates, the trustee must distribute the net proceeds of the sale to the prohibited owner and any dividends or other distributions paid to the trustee shall be held in trust for the charitable beneficiary. To the extent the prohibited owner would receive an amount for such shares that exceeds the amount that such prohibited owner would have been entitled to receive had the trustee sold the shares held in the trust to a third party, such excess shall be retained by the trustee for the benefit of the charitable beneficiary.

If we do not buy the shares, the trustee must, within 20 days of receiving notice from us of the transfer of shares to the trust, sell the shares to a person or entity designated by the trustee who could own the shares without violating the ownership limitations and certain other restrictions. Upon such sale, the trustee must distribute to the prohibited owner an amount equal to the lesser of (i) the price paid by the prohibited owner for the shares (or, in the event of a gift, devise or other such transaction, the last reported sales price reported on the NYSE (or other applicable exchange) on the day of the event which resulted in the transfer of such shares of stock to the trust) and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee will reduce the amount payable to the prohibited owner by the amount of dividends and other distributions which have been paid to the prohibited owner and are owed by the prohibited owner to the trustee. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the beneficiary of the trust and any dividend or other distribution paid to trustee shall be held in trust for the charitable beneficiary. In addition, if, prior to discovery by us that shares of stock have been transferred to a trust, such shares of stock are sold by a prohibited owner, then such shares will be deemed to have been sold on behalf of the trust and to the extent that the prohibited owner received an amount for such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount will be paid to the trustee upon demand. The prohibited owner has no rights in the shares held by the trustee.

The trustee will be designated by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary of the trust, all dividends and other distributions paid by us with respect to the shares held in trust and may also exercise all voting rights with respect to the shares held in trust. These rights will be exercised for the exclusive benefit of the beneficiary of the trust. Any dividend or other distribution paid prior to our discovery that shares of stock have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee.

Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the trustee’s sole discretion:

• to rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the trust; and

• to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.

However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote.

In addition, if our board of directors or other permitted designees determine in good faith that a proposed transfer would violate the restrictions on ownership and transfer of our shares of stock set forth in our charter, our board of directors or other permitted designees will take such action as it deems or they deem advisable to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem the shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

Every owner of 5% or more (or such lower percentage as required by the Code or the regulations promulgated thereunder) of our stock, within 30 days after the end of each taxable year, is required to give us written notice, stating the stockholder’s name and address, the number of shares of each class and series of our

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stock that the stockholder beneficially owns and a description of the manner in which the shares are held. Each such owner must provide us with such additional information as we may request in order to determine the effect, if any, of the stockholder’s beneficial ownership on our qualification as a REIT and to ensure compliance with the ownership limits. In addition, each stockholder must provide us with such information as we may request in good faith in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Any certificates, or written statements of information delivered in lieu of certificates, representing shares of our stock will bear a legend referring to the restrictions described above.

These restrictions on ownership and transfer will not apply if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with such provisions is no longer required for REIT qualification.

These ownership limits could delay, defer or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Transfer Agent and Registrar

We expect the transfer agent and registrar for our shares of common stock to be The Bank of New York Mellon.

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CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS

The following is a summary of certain provisions of Maryland law applicable to us and of our charter and bylaws. For a complete description, we refer you to the MGCL and our charter and bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to Maryland law and our charter and bylaws. Copies of our charter and bylaws are filed as exhibits to the registration statement of which is prospectus is a part. See “Where You Can Find More Information.”

Our Board of Directors

Our charter and bylaws provide that the number of directors we have may be established by our board of directors but that the number may not be less than the minimum number required by the MGCL nor more than 15. Our charter and bylaws currently provide that, except as may be provided by the board of directors in setting the terms of any class or series of preferred stock, any vacancy may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any individual elected to fill such vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies.

Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or her successor is duly elected and qualifies. Holders of shares of common stock will have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of common stock entitled to vote will be able to elect all of our directors at any annual meeting. Directors are elected by a plurality of all votes cast in the election of directors.

Removal of Directors

Our charter provides that subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, any director or the entire board of directors may be removed with cause and only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. Cause means, with respect to any particular director, a conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to us through bad faith or active and deliberate dishonesty. This provision, when coupled with the exclusive power of our board of directors to fill vacancies on our board of directors, precludes stockholders from (1) removing incumbent directors except upon a substantial affirmative vote and with cause and (2) filling the vacancies created by such removal with their own nominees.

Business Combinations

Under the MGCL, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and an interested stockholder (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock or an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of such an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be recommended by the board of directors of such corporation and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by

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an affiliate or associate of the interested stockholder, unless, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. The board of directors may provide that its approval is subject to compliance with any terms and conditions determined by it.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has by resolution exempted business combinations between us and any person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person) and, consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and any person as described above. As a result, any person described above may be able to enter into business combinations with us that may not be in the best interest of our stockholders without compliance by our company with the supermajority vote requirements and other provisions of the statute.

We cannot assure you our board of directors will not opt to be subject to such business combination provisions in the future. However, an alteration or repeal of the resolution described above will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal. If our board of directors opted back into the business combination statute or failed to first approve a business combination, the business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Control Share Acquisitions

The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the affirmative vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock in a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (i) a person who makes or proposes to make a control share acquisition, (ii) an officer of the corporation or (iii) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquirer, or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (A) one-tenth or more but less than one-third; (B) one-third or more but less than a majority; or (C) a majority or more of all voting power. Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved)

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for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply to (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any acquisitions by any person of shares of our stock. There is no assurance that such provision will not be amended or eliminated at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:

• a classified board;

• a two-thirds vote requirement for removing a director;

• a requirement that the number of directors be fixed only by vote of the directors;

• a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of class of directors in which the vacancy occurred; and

• a majority requirement for the calling of a special meeting of stockholders.

Our charter provides that, at such time as we are able to make a Subtitle 8 election, vacancies on our board may be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require the affirmative vote of stockholders entitled to cast not less than two-thirds of all of the votes entitled to be cast on the matter for the removal of any director from the board, which removal also requires cause, (2) vest in the board the exclusive power to fix the number of directorships and (3) require, unless called by the chairman of our board of directors, our chief executive officer, our president or our board of directors, the written request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on any matter at such a meeting to call a special meeting.

Meetings of Stockholders

Pursuant to our bylaws, a meeting of our stockholders for the election of directors and the transaction of any business will be held annually at a date, time and place set by our board of directors beginning in 2011. The chairman of our board of directors, our chief executive officer, our president or our board of directors may call a special meeting of our stockholders. Subject to the provisions of our bylaws, a special meeting of our stockholders will also be called by our secretary upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast on any matter at the meeting and containing the information required in our bylaws.

Amendments to Our Charter and Bylaws

Except for amendments to the provisions of our charter relating to the removal of directors, the restrictions on ownership and transfer of our shares of stock and the vote required to amend these provisions (each of which

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must be advised by our board of directors and approved by the affirmative vote of the stockholders entitled to cast not less than two-thirds of all the votes entitled to be cast on the matter), our charter generally may be amended only with the approval of our board of directors and the affirmative vote of the stockholders entitled to cast not less than a majority of all of the votes entitled to be cast on the matter.

Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Dissolution of Our Company

The dissolution of our company must be approved by a majority of our entire board of directors and the affirmative vote of the stockholders entitled to cast not less than a majority of all of the votes entitled to be cast on the matter.

Advance Notice of Director Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our board of directors and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who is a stockholder of record both at the time of giving the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has complied with the advance notice provisions set forth in our bylaws.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our board of directors may be made only (1) by or at the direction of our board of directors or (2) provided, that the meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions set forth in our bylaws.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws

Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change in control or other transaction that might involve a premium price for our shares of common stock or otherwise be in the best interests of our stockholders, including restrictions on transfer and ownership of our stock and advance notice requirements for director nominations and stockholder proposals. Likewise, if the provision in the bylaws opting out of the control share acquisition provisions of the MGCL were rescinded or if we were to opt into the business combination provisions of the MGCL or the classified board or other provisions of Subtitle 8, these provisions of the MGCL could have similar anti-takeover effects.

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Interested Director and Officer Transactions

Pursuant to the MGCL, a contract or other transaction between us and a director or between us and any other corporation or other entity in which any of our directors is a director or has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting at which the contract or transaction is authorized, approved or ratified or the counting of the director’s vote in favor thereof, if:

• the fact of the common directorship or interest is disclosed or known to our board of directors or a committee of our board, and our board or committee authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum;

• the fact of the common directorship or interest is disclosed or known to our stockholders entitled to vote thereon, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation or other entity; or

• the contract or transaction is fair and reasonable to us.

Upon the closing of this offering, we intend to adopt a policy that requires all contracts and transactions between us or any of our subsidiaries, on the one hand, and any of our directors or named executive officers or any entity in which such director or named executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of the disinterested directors, even if less than a quorum. Where appropriate in the judgment of the disinterested directors, our board of directors may obtain a fairness opinion or engage independent counsel to represent the interests of non-affiliated security holders, although our board of directors will have no obligation to do so.

Indemnification and Limitation of Directors’ and Officers’ Liability

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law.

The MGCL requires us (unless our charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under the MGCL, we may not indemnify a director or officer in a suit by or in the right of the corporation or in any proceeding charging improper personal benefit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that

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the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of:

• a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

• a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• any present or former director or officer who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity; or

• any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, trustee, member or manager of such corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and any personnel or agent of our company or a predecessor of our company.

Upon completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law. Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

REIT Qualification

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon completion of this offering and the formation transactions, we expect to have outstanding 33,645,310 shares of our common stock (38,332,810 shares if the underwriters exercise their option to purchase up to 4,687,500 additional shares in full solely to cover over-allotments). In addition, a total of 19,445,284 shares of our common stock are reserved for issuance upon exchange of operating partnership units and exchange of LTIP units issued under our 2010 equity incentive plan.

Of these shares, the 31,250,000 shares sold in this offering (35,937,500 shares if the underwriters exercise their option to purchase up to 4,687,500 additional shares in full solely to cover over-allotments) will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares held by our “affiliates,” as that term is defined by Rule 144 under the Securities Act. The 2,375,000 shares issued in consideration for the acquisition of our predecessor will be “restricted shares” as defined in Rule 144 and may not be sold unless registered under the Securities Act or sold in accordance with any exemption from registration, including Rule 144.

Prior to this offering, there has been no public market for our common stock. Trading of our common stock on the NYSE is expected to commence immediately following the completion of this offering. No prediction can be made as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock (including shares issued upon the exchange of operating partnership units or the exercise of stock options), or the perception that such sales occur, could adversely affect prevailing market prices of our common stock. See “Risk Factors—Risks Related to this Offering—There has been no public market for our common stock prior to this offering and an active trading market may not develop or be sustained following this offering” and “Description of the Partnership Agreement of DLC Realty, L.P.—Transferability of Operating Partnership Units; Extraordinary Transactions.”

Rule 144

After giving effect to this offering, 2,375,000 of our outstanding shares of common stock that will be outstanding will be “restricted” securities under the meaning of Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our common stock or the average weekly trading volume of our common stock during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us (which requires that we are current in our periodic reports under the Exchange Act).

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Redemption/Exchange Rights

In connection with the formation transactions, our operating partnership will issue an aggregate of 18,713,015 operating partnership units to the continuing investors. Beginning on or after the date which is one year after the consummation of this offering, limited partners of our operating partnership have the right to require our operating partnership to redeem part or all of their operating partnership units for cash, or, at our election, shares of our common stock, based upon the fair market value of an equivalent number of shares of our common stock at the time of the redemption, subject to the ownership limits set forth in our charter and described under the section entitled “Description of Securities—Restrictions on Ownership and Transfer.” See “Description of the Partnership Agreement of DLC Realty, L.P.”

Registration Rights

Upon completion of this offering and the formation transactions, we will grant certain persons who will receive shares of our common stock or operating partnership units in the formation transactions certain registration rights with respect to any shares of our common stock received by them in connection with the formation transactions and any shares of our common stock that may be acquired by them in connection with the redemption of the operating partnership units in accordance with the operating partnership agreement. Under the registration rights agreement, subject to certain limitations, commencing not later than 14 months after the completion of the this offering, we will use commercially reasonable efforts to file one or more registration statements covering registrable shares. In addition, we will grant to such investors certain demand registration rights to have the registrable shares registered for resale; provided, however, that these registration rights will only begin to apply 14 months after the completion of this offering. We have agreed to pay all of the expenses relating to a registration of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses and all fees and disbursements of counsel and independent public accountants retained by us, but excluding underwriting discounts and commissions.

2010 Equity Incentive Plan

We have adopted our 2010 Equity Incentive Plan. Our 2010 equity incentive plan provides for the grant of incentive awards to our senior management team, our independent directors, advisers, consultants and other personnel. We intend to issue 732,269 LTIP units and 20,310 restricted shares of our common stock to our executive officers and our independent directors, respectively, upon completion of this offering, and intend to reserve an additional 4,481,223 shares of our common stock for issuance under our 2010 equity incentive plan.

We anticipate that we will file a registration statement with respect to the shares of our common stock issuable under our 2010 Equity Incentive Plan following the consummation of this offering. Shares of our common stock covered by this registration statement, including shares of our common stock issuable upon the exercise of options or restricted shares of our common stock, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates.

Lock-up Agreements and Other Contractual Restrictions on Resale

We, our executive officers and directors and our other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for a period of one year after the completion of this offering, in the case of our senior management team and the other continuing investors including one of our independent directors, and 180 days after the date of this prospectus, in the case of our company and certain of our independent directors, without first obtaining the consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

• offer, pledge, sell or contract to sell any common stock,

• sell any option or contract to purchase any common stock,

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• purchase any option or contract to sell any common stock,

• grant any option, right or warrant for the sale of any common stock,

• lend or otherwise dispose of or transfer any common stock,

• request or demand that we file a registration statement related to the common stock, or

• enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. In the event that either (x) during the last 17 days of the one-year or 180-day lock-up periods referred to above, we issue an earnings release or material news or a material event relating to our company occurs or (y) prior to the expiration of the one-year or 180-day lock-up periods, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the one-year or 180-day lock-up periods, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Individuals who purchase shares in the directed share program will be subject to a 180-day lockup period from the date of this prospectus on the same basis as described above for our executive officers and our directors, including, if applicable, the extension period.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences relating to our qualification and taxation as a REIT and the acquisition, holding, and disposition of our common stock. For purposes of this section under the heading “U.S. Federal Income Tax Considerations,” references to “the company,” “we,” “our” and “us” mean only DLC Realty Trust, Inc. and not its subsidiaries or other lower-tier entities, except as otherwise indicated. You are urged to both review the following discussion and to consult your tax advisor to determine the effects of ownership and disposition of our shares on your individual tax situation, including any state, local or non-U.S. tax consequences.

This summary is based upon the Code, the regulations promulgated by the U.S. Treasury Department, or the Treasury Regulations, current administrative interpretations and practices of the Internal Revenue Service, or the IRS, (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary.

This summary is also based upon the assumption that the operation of the company, and of its subsidiaries and other lower-tier and affiliated entities, will in each case be in accordance with its applicable organizational documents or partnership agreements. This summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. In addition, this summary assumes that security holders hold our common stock as a capital asset, which generally means as property held for investment. This summary is for general information only, and does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular stockholder in light of his, her or its investment or tax circumstances, or to stockholders subject to special tax rules, such as:

• U.S. expatriates;

• persons who mark-to-market our common stock;

• subchapter S corporations;

• U.S. stockholders, as defined below, whose functional currency is not the U.S. dollar;

• financial institutions;

• insurance companies;

• broker-dealers;

• regulated investment companies, or “RICs”;

• REITs;

• trusts and estates;

• holders who receive our common stock through the exercise of employee stock options or otherwise as compensation;

• persons holding our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

• persons subject to the alternative minimum tax provisions of the Code;

• persons holding their interest through a partnership or similar pass-through entity;

• persons holding a 10% or more (by vote or value) beneficial interest in us;

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and, except to the extent discussed below:

• tax-exempt organizations; and

• non-U.S. stockholders, as defined below.

For purposes of this summary, a U.S. stockholder is a beneficial owner of our common stock who for U.S. federal income tax purposes is:

• a citizen or resident of the U.S.;

• a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or of a political subdivision thereof (including the District of Columbia);

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

A non-U.S. stockholder is a beneficial owner of our common stock who is neither a U.S. stockholder nor an entity that is treated as a partnership for U.S. federal income tax purposes.

THE U.S. FEDERAL INCOME TAX TREATMENT OF HOLDERS OF OUR COMMON STOCK DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE TAX CONSEQUENCES OF HOLDING OUR COMMON STOCK TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON THE STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF OUR COMMON STOCK.

Taxation of the Company

We intend to elect and qualify to be taxed as a REIT under the Code, commencing with our taxable year ending December 31, 2010. We believe we have been organized and we intend to operate in a manner that will allow us to qualify for taxation as a REIT under the Code commencing with our taxable year ending December 31, 2010.

The law firm of Clifford Chance US LLP has acted as our counsel in connection with this offering. We will receive the opinion of Clifford Chance US LLP prior to effectiveness of the registration statement of which this prospectus forms a part to the effect that, commencing with our taxable year ending December 31, 2010, we will be organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and our proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT under the Code. The opinion of Clifford Chance US LLP will be based on various assumptions relating to our organization and operation, including that all factual representations and statements set forth in all relevant documents, records and instruments are true and correct, all actions described herein are completed in a timely fashion and that we will at all times operate in accordance with the method of operation described in our organizational documents and registration statement. Additionally, the opinion of Clifford Chance US LLP is conditioned upon factual representations and covenants made by our management regarding our organization, assets, and present and future conduct of our business operations and other items regarding our ability to meet the various requirements for qualification as a REIT, and assumes that such representations and covenants are accurate and complete and that we will take no action that could adversely affect our qualification as a REIT. While we believe we will be organized and intend to operate so that we will qualify as a REIT commencing with our

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taxable year ending December 31, 2010, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances or applicable law, no assurance can be given by Clifford Chance US LLP or us that we will so qualify for any particular year. Clifford Chance US LLP will have no obligation to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS, or any court, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions.

Qualification and taxation as a REIT depend on our ability to meet, on a continuing basis, through actual operating results, distribution levels, and diversity of stock ownership, various qualification requirements imposed upon REITs by the Code, the compliance with which will not be reviewed by Clifford Chance US LLP. In addition, our ability to qualify as a REIT may depend in part upon the operating results, organizational structure and entity classification for U.S. federal income tax purposes of certain entities in which we invest. Our ability to qualify as a REIT for a particular year also requires that we satisfy certain asset and income tests during such year, some of which depend upon the fair market values of assets directly or indirectly owned by us. Such values may not be susceptible to a precise determination. Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT.

Taxation of REITs in General

As indicated above, our qualification and taxation as a REIT for a particular year depend upon our ability to meet, on a continuing basis during such year, through actual results of operations, distribution levels, diversity of share ownership and various qualification requirements imposed upon REITs by the Code. The material qualification requirements are summarized below under “—Requirements for Qualification—General.” While we intend to operate so that we qualify as a REIT, no assurance can be given that the IRS will not challenge our qualification as a REIT, or that we will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify.”

Provided that we qualify as a REIT, we will generally be entitled to a deduction for dividends that we pay and therefore will not be subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” at the corporate and stockholder levels that generally results from investment in a corporation. Rather, income generated by a REIT generally is taxed only at the stockholder level upon a distribution of dividends by the REIT.

For tax years through 2010, stockholders who are individual U.S. stockholders are generally taxed on corporate dividends at a maximum rate of 15% (the same as long-term capital gains), thereby substantially reducing, though not completely eliminating, the double taxation that has historically applied to corporate dividends. With limited exceptions, however, ordinary dividends received by individual U.S. stockholders from us or from other entities that are taxed as REITs will continue to be taxed at rates applicable to ordinary income, which will be as high as 35% through 2010. Net operating losses, foreign tax credits and other tax attributes of a REIT generally do not pass through to the stockholders of the REIT, subject to special rules for certain items such as capital gains recognized by REITs. See “—Taxation of Stockholders.”

If we qualify as a REIT, we will nonetheless be subject to U.S. federal income tax as follows:

• We will be taxed at regular corporate rates on any undistributed income, including undistributed net capital gains.

• We may be subject to the “alternative minimum tax” on our items of tax preference, if any.

• If we have net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, as described below, such income will be subject to a 100% tax. See “—Requirements for Qualification—General—Prohibited Transactions,” and “—Requirements for Qualification—General—Foreclosure Property,” below.

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• If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or leasehold as “foreclosure property,” we may thereby avoid (1) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), and (2) the inclusion of any income from such property not qualifying for purposes of the REIT gross income tests discussed below, but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 35%).

• If we fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the greater of (A) the amount by which we fail the 75% gross income test or (B) the amount by which we fail the 95% gross income test, as the case may be, multiplied by (2) a fraction intended to reflect our profitability.

• If we fail to satisfy any of the REIT asset tests, as described below, other than a failure of the 5% or 10% REIT assets tests that does not exceed a statutory de minimis amount as described more fully below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate (currently 35%) of the net income generated by the non-qualifying assets during the period in which we failed to satisfy the asset tests.

• If we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a gross income or asset test requirement) and that violation is due to reasonable cause, we may retain our REIT qualification, but we will be required to pay a penalty of $50,000 for each such failure.

• If we fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year and (3) any undistributed taxable income from prior periods, or the “required distribution,” we will be subject to a 4% excise tax on the excess of the required distribution over the sum of (A) the amounts actually distributed (taking into account excess distributions from prior years), plus (B) retained amounts on which U.S. federal income tax is paid at the corporate level.

• We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of our stockholders, as described below in “—Requirements for Qualification—General.”

• A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between us, our tenants and/or any TRSs if and to the extent that the IRS successfully adjusts the reported amounts of these items.

• If we acquire appreciated assets from a corporation that is not a REIT in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the non-REIT corporation, we will be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the 10-year period following their acquisition from the non-REIT corporation. The results described in this paragraph assume that the non-REIT corporation will not elect, in lieu of this treatment, to be subject to an immediate tax when the asset is acquired by us.

• We may elect to retain and pay income tax on our net long-term capital gain. In that case, a stockholder would include his, her or its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the stockholder) in his, her or its income, would be deemed to have paid the tax that we paid on such gain, and would be allowed a credit for his, her or its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the stockholder’s basis in our common stock. Stockholders that are U.S. corporations will also appropriately adjust their earnings and profits for the retained capital gain in accordance with Treasury Regulations to be promulgated.

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• We may have subsidiaries or own interests in other lower-tier entities that are subchapter C corporations, including any TRSs, the earnings of which could be subject to U.S. federal corporate income tax.

In addition, we and our subsidiaries may be subject to a variety of taxes other than U.S. federal income tax, including payroll taxes and state, local, and foreign income, transfer, franchise, property and other taxes. We could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification—General

The Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors;

(2) the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

(3) that would be taxable as a domestic corporation but for the special Code provisions applicable to REITs;

(4) that is neither a financial institution nor an insurance company subject to specific provisions of the Code;

(5) the beneficial ownership of which is held by 100 or more persons during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months;

(6) in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include specified entities);

(7) that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year that has not been terminated or revoked;

(8) that has no earnings and profits from any non-REIT taxable year at the close of any taxable year;

(9) that uses the calendar year for U.S. federal income tax purposes; and

(10) that meets other tests described below, including with respect to the nature of its income and assets and the amount of its distributions.

The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) do not need to be satisfied for the first taxable year for which an election to become a REIT has been made. Our charter provides restrictions regarding the ownership and transfer of our shares, which are intended, among other purposes, to assist us in satisfying the share ownership requirements described in conditions (5) and (6) above. We intend to monitor the beneficial owners of our stock to ensure that our stock is at all times beneficially owned by 100 or more persons, but no assurance can be given that we will be successful in this regard. For purposes of condition (6), an “individual” generally includes a supplemental unemployment compensation benefit plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes, but does not include a qualified pension plan or profit sharing trust.

To monitor compliance with the share ownership requirements, we are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our stock in which the record holders are to disclose the actual owners of the shares (i.e., the persons required to include in gross income the dividends paid by us). A list of those persons failing or refusing to comply with this demand must be maintained as part of our records. Failure by us to comply with these record-keeping requirements could subject us to monetary penalties. If we satisfy

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these requirements and after exercising reasonable diligence would not have known that condition (6) is not satisfied, we will be deemed to have satisfied such condition. A stockholder that fails or refuses to comply with the demand is required by Treasury Regulations to submit a statement with his, her or its tax return disclosing the actual ownership of the shares and other information.

With respect to condition (8), we believe we will not initially have any non REIT earnings and profits. In connection with this offering, we acquired our management company, Delphi and one of the existing entities in a transaction pursuant to which we succeeded to the earnings and profits of each such corporation. We believe our management company, Delphi and such existing entity are S corporations that have distributed all accumulated earnings and profits and therefore will not cause us to have any non REIT earnings and profits.

With respect to condition (9), we intend to adopt December 31 as our taxable year-end and thereby satisfy this requirement.

Effect of Subsidiary Entities

Ownership of Partnership Interests. In the case of a REIT that is a partner in a partnership, Treasury Regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets and to earn its proportionate share of the partnership’s gross income based on its pro rata share of capital interests in the partnership for purposes of the asset and gross income tests applicable to REITs, as described below. However, solely for purposes of the 10% value test, described below, the determination of a REIT’s interest in partnership assets will be based on the REIT’s proportionate interest in any securities issued by the partnership, excluding, for these purposes, certain excluded securities as described in the Code. In addition, the assets and gross income of the partnership generally are deemed to retain the same character in the hands of the REIT. Thus, our proportionate share of the assets and items of income of partnerships in which we own an equity interest (including our interest in our operating partnership and its equity interests in any lower-tier partnerships), is treated as our assets and items of income for purposes of applying the REIT requirements described below. Consequently, to the extent that we directly or indirectly hold a preferred or other equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT, even though we may have no control, or only limited influence, over the partnership.

As discussed in greater detail in “—Tax Aspects of Investments in Partnerships” below, an investment in a partnership involves special tax considerations. For example, it is possible that the IRS could treat a subsidiary partnership as a corporation for U.S. federal income tax purposes. In this case, the subsidiary partnership would be subject to entity-level tax and the character of our assets and items of gross income would change, possibly causing us to fail the requirements to qualify as a REIT. See “—Tax Aspects of Investments in Partnerships—Entity Classification” and “—Failure to Qualify” below. In addition, special rules apply in the case of appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership. In general terms, these rules require that certain items of income, gain, loss and deduction associated with the contributed property be allocated to the contributing partner for U.S. federal income tax purposes. These rules could adversely affect us, for example, by requiring that a lower amount of depreciation deductions be allocated to us, which in turn would cause us to have a greater amount of taxable income without a corresponding increase in cash and result in a greater portion of our distributions being taxed as dividend income. See “—Tax Aspects of Investments in Partnerships—Tax Allocations with Respect to Partnership Properties” below.

Disregarded Subsidiaries. If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” that subsidiary is disregarded for U.S. federal income tax purposes, and all assets, liabilities and items of income, deduction and credit of the subsidiary are treated as assets, liabilities and items of income, deduction and credit of the REIT, including for purposes of the gross income and asset tests applicable to REITs as summarized below. A qualified REIT subsidiary is any corporation, other than a TRS, as described below under “—Requirements for Qualification—General—Effect of Subsidiary Entities—Taxable REIT Subsidiaries,” that is wholly owned by a REIT, or by other disregarded subsidiaries, or by a combination of the two. Single member

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limited liability companies that are wholly owned by a REIT are also generally disregarded as separate entities for U.S. federal income tax purposes, including for purposes of the REIT gross income and asset tests. Disregarded subsidiaries, along with partnerships in which we hold an equity interest, are sometimes referred to herein as “pass-through subsidiaries.”

In the event that a disregarded subsidiary ceases to be wholly owned by us—for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of us—the subsidiary’s separate existence would no longer be disregarded for U.S. federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income tests applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the value or voting power of the outstanding securities of another corporation. See “—Requirements for Qualification—General—Asset Tests” and “—Requirements for Qualification—General—Gross Income Tests.”

Taxable REIT Subsidiaries. A REIT generally may jointly elect with a subsidiary corporation, whether or not wholly owned, to treat the subsidiary corporation as a TRS. The separate existence of a TRS or other taxable corporation, unlike a disregarded subsidiary as discussed above, is not ignored for U.S. federal income tax purposes. Accordingly, such an entity would generally be subject to corporate U.S. federal, state, local and income and franchise taxes on its earnings, which may reduce the cash flow generated by us and our subsidiaries in the aggregate, and our ability to make distributions to our stockholders.

A REIT is not treated as holding the assets of a TRS or other taxable subsidiary corporation or as receiving any income that the subsidiary earns. Rather, the stock issued by the subsidiary is an asset in the hands of the REIT, and the REIT recognizes as income the dividends, if any, that it receives from the subsidiary. This treatment can affect the gross income and asset test calculations that apply to the REIT, as described below. Because a REIT does not include the assets and income of such subsidiary corporations in determining the REIT’s compliance with the REIT requirements, such entities may be used by the parent REIT to undertake indirectly activities that the REIT rules might otherwise preclude it from doing directly or through pass-through subsidiaries or render commercially unfeasible (for example, activities that give rise to certain categories of income such as management fees). If dividends are paid to us by one or more TRSs we may own, then a portion of the dividends that we distribute to stockholders who are taxed at individual rates generally will be eligible for taxation at preferential qualified dividend income tax rates rather than at ordinary income rates (through 2010, unless extended by Congress). See “—Taxation of Stockholders—Taxation of Taxable U.S. Stockholders” and “—Requirements for Qualification—General—Annual Distribution Requirements.”

Certain restrictions imposed on TRSs are intended to ensure that such entities will be subject to appropriate levels of U.S. federal income taxation. First, if a TRS has a debt to equity ratio as of the close of the taxable year exceeding 1.5 to 1, it may not deduct interest payments made in any year to an affiliated REIT to the extent that such payments exceed, generally, 50% of the TRS’s adjusted taxable income for that year (although the TRS may carry forward to, and deduct in, a succeeding year the disallowed interest amount if the 50% test is satisfied in that year). In addition, if amounts are paid to a REIT or deducted by a TRS due to transactions between a REIT, its tenants and/or a TRS, that exceed the amount that would be paid to or deducted by a party in an arm’s length transaction, the REIT generally will be subject to an excise tax equal to 100% of such excess.

Rents received by us that include amounts for services furnished by a TRS to any of our tenants will not be subject to the excise tax if such amounts qualify for the safe harbor provisions contained in the Code. Safe harbor provisions are provided where (1) amounts are excluded from the definition of impermissible tenants service income as a result of satisfying a 1% de minimis exception; (2) a TRS renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable; (3) rents paid to us by tenants leasing at least 25% of the net leasable space at a property that are not receiving services from the TRS are substantially comparable to the rents by tenants leasing comparable space at such property that are

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receiving such services from the TRS and the charge for the services is separately stated; or (4) the TRS’s gross income from the service is not less than 150% of the TRS’s direct cost of furnishing the service.

Gross Income Tests

In order to maintain our qualification as a REIT, we annually must satisfy two gross income tests. First, at least 75% of our gross income for each taxable year, excluding gross income from sales of inventory or dealer property in “prohibited transactions” and certain hedging and foreign currency transactions, must be derived from investments relating to real property or mortgages on real property, including “rents from real property,” dividends received from and gain from the disposition of shares of other REITs, interest income derived from mortgage loans secured by real property (including certain types of mortgage-backed securities), and gains from the sale of real estate assets, as well as income from certain kinds of temporary investments. Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions and certain hedging and foreign currency transactions, must be derived from some combination of income that qualifies under the 75% income test described above, as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property.

For purposes of the 75% and 95% gross income tests, a REIT is deemed to have earned a proportionate share of the income earned by any partnership, or any limited liability company treated as a partnership for U.S. federal income tax purposes, in which it owns an interest, which share is determined by reference to its capital interest in such entity, and is deemed to have earned the income earned by any qualified REIT subsidiary.

Rents received by us will qualify as “rents from real property” in satisfying the 75% gross income test described above, only if several conditions are met, including the following. The rent must not be based in whole or in part on the income or profits of any person. However, an amount will not be excluded from rents from real property solely by reason of being based on a fixed percentage or percentages of receipts or sales or being based on the net income or profits of a tenant which derives substantially all of its income with respect to such property from subleasing of substantially all of such property, to the extent that the rents paid by the sublessees would qualify as rents from real property, if earned directly by us. If rent is partly attributable to personal property leased in connection with a lease of real property, the portion of the total rent that is attributable to the personal property will not qualify as rents from real property unless it constitutes 15% or less of the total rent received under the lease. Moreover, for rents received to qualify as rents from real property, we generally must not operate or manage the property or furnish or render certain services to the tenants of such property, other than through an “independent contractor” who is adequately compensated and from which we derive no income, or through a TRS. We are permitted, however, to perform services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered rendered to the occupant of the property. In addition, we may directly or indirectly provide non-customary services to tenants of our properties if the gross income from such services does not exceed 1% of the total gross income from the property. In such a case, only the amounts for non-customary services are not treated as rents from real property and the provision of the services does not disqualify the rents from treatment as rents from real property. For purposes of this test, the gross income received from such non-customary services is deemed to be at least 150% of the direct cost of providing the services. Moreover, we are permitted to provide services to tenants through a TRS without disqualifying the rental income received from tenants as rents from real property. Also, rental income will qualify as rents from real property only to the extent that we do not directly or indirectly (through application of certain constructive ownership rules) own, (1) in the case of any tenant which is a corporation, stock possessing 10% or more of the total combined voting power of all classes of stock entitled to vote, or 10% or more of the total value of shares of all classes of stock of such tenant, or (2) in the case of any tenant which is not a corporation, an interest of 10% or more in the assets or net profits of such tenant. However, rental payments from a TRS will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the TRS if at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space.

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Unless we determine that the resulting non-qualifying income under any of the following situations, taken together with all other non-qualifying income earned by us in the taxable year, will not jeopardize our qualification as a REIT, we do not intend to:

• charge rent for any property that is based in whole or in part on the income or profits of any person, except by reason of being based on a fixed percentage or percentages of receipts or sales, as described above;

• rent any property to a related party tenant, including a TRS, unless the rent from the lease to the TRS would qualify for the special exception from the related party tenant rule applicable to certain leases with a TRS;

• derive rental income attributable to personal property other than personal property leased in connection with the lease of real property, the amount of which no more than 15% of the total rent received under the lease; or

• directly perform services considered to be non-customary or rendered to the occupant of the property.

We may receive distributions from any TRSs or other corporations that are not REITs or qualified REIT subsidiaries. These distributions will be classified as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test, but not for purposes of the 75% gross income test. Any dividends received by us from a REIT, however, will be qualifying income for purposes of both the 95% and 75% gross income tests.

Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test, as described above, to the extent that the obligation is secured by a mortgage on real property. If we receive interest income with respect to a mortgage loan that is secured by both real property and other property, and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we acquired or originated the mortgage loan, the interest income will be apportioned between the real property and the other property, and our income from the loan will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real property. We may, on a selective basis, opportunistically make real estate-related debt investments, provided that the underlying real estate meets our criteria for direct investment. Although the issue is not free from doubt, we may be required to treat a portion of the gross income derived from a mortgage loan that is acquired at a time when the fair market value of the real property securing the loan is less than the loan’s face amount and there are other assets securing the loan, as non-qualifying for the 75% gross income test even if our acquisition price for the loan (that is, the fair market value of the loan) is less than the value of the real property securing the loan. Even if a loan is not secured by real property or is undersecured, the income that it generates may nonetheless also qualify for purposes of the 95% gross income test.

In addition, our opportunistic real estate-related debt investments may include mezzanine loans secured by equity interests in a pass-through entity that directly or indirectly owns retail real estate assets. The IRS issued Revenue Procedure 2003-65, or the Revenue Procedure, which provides a safe harbor pursuant to which a mezzanine loan, if it meets each of the requirements contained in the Revenue Procedure, will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from it will be treated as qualifying mortgage interest for purposes of the 75% gross income test (described above). Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. Mezzanine loans that we acquire may not meet all of the requirements for reliance on this safe harbor. Hence, there can be no assurance that the IRS will not challenge the qualification of such assets as real estate assets or the interest generated by these loans as qualifying income under the 75% gross income test (described above).

To the extent that the terms of a loan provide for contingent interest that is based on the cash proceeds realized upon the sale of the property securing the loan, income attributable to the participation feature will be treated as gain from sale of the underlying property, which generally will be qualifying income for purposes of both the 75% and 95% gross income tests, provided that the property is not inventory or dealer property.

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We expect to earn management fee and leasing income from services we will provide to third parties. Such gross income will not constitute qualifying income for purposes of the 75% and 95% gross income tests. We do not expect that such income will represent more than 2% of our gross income for our initial taxable years. In the event such services income represents a more significant portion of our gross income in the future, we may provide such services through a TRS, which will be subject to full corporate tax.

Hedging Transactions

We may enter into hedging transactions with respect to one or more of our assets or liabilities. Hedging transactions could take a variety of forms, including interest rate swap agreements, interest rate cap agreements, options, futures contracts, forward rate agreements or similar financial instruments. Except to the extent provided by Treasury Regulations, any income from a hedging transaction we enter into (1) in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, which we clearly identify as specified in Treasury Regulations before the close of the day on which it was acquired, originated, or entered into, including gain from the sale or disposition of such a transaction, or (2) primarily to manage risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% income tests which is clearly identified as such before the close of the day on which it was acquired, originated, or entered into, will not constitute gross income for purposes of the 75% or 95% gross income test. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the 75% and 95% gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT.

Failure to Satisfy the Gross Income Tests

We intend to monitor our sources of income, including any non-qualifying income received by us, so as to ensure our compliance with the gross income tests. If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may still qualify as a REIT for the year if we are entitled to relief under applicable provisions of the Code. These relief provisions will generally be available if the failure of our company to meet these tests was due to reasonable cause and not due to willful neglect and, following the identification of such failure, we set forth a description of each item of our gross income that satisfies the gross income tests in a schedule for the taxable year filed in accordance with the Treasury Regulations. It is not possible to state whether we would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a particular set of circumstances involving us, we will not qualify as a REIT. As discussed above under “—Taxation of the Company—Taxation of REITs in General,” even where these relief provisions apply, a tax would be imposed upon the profit attributable to the amount by which we fail to satisfy the particular gross income test.

Asset Tests

At the close of each calendar quarter we must also satisfy four tests relating to the nature of our assets. First, at least 75% of the value of our total assets must be represented by some combination of “real estate assets,” cash, cash items, U.S. government securities, and, under some circumstances, stock or debt instruments purchased with new capital. For this purpose, real estate assets include interests in real property, such as land, buildings, leasehold interests in real property, stock of other REITs, and certain kinds of mortgage-backed securities and mortgage loans. Assets that do not qualify for purposes of the 75% test are subject to the additional asset tests described below.

Second, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets. Third, we may not own more than 10% of any one issuer’s outstanding securities, as measured by either voting power or value. Fourth, the aggregate value of all securities of any TRSs held by us may not exceed 25% of the value of our total assets.

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The 5% and 10% asset tests do not apply to securities of TRSs, qualified REIT subsidiaries or securities that are “real estate assets” for purposes of the 75% gross asset test described above. The 10% value test does not apply to certain “straight debt” and other excluded securities, as described in the Code including, but not limited to, any loan to an individual or estate, any obligation to pay rents from real property and any security issued by a REIT. In addition, (1) a REIT’s interest as a partner in a partnership is not considered a security for purposes of applying the 10% value test to securities issued by the partnership; (2) any debt instrument issued by a partnership (other than straight debt or another excluded security) will not be considered a security issued by the partnership if at least 75% of the partnership’s gross income is derived from sources that would qualify for the 75% REIT gross income test; and (3) any debt instrument issued by a partnership (other than straight debt or another excluded security) will not be considered a security issued by the partnership to the extent of the REIT’s interest as a partner in the partnership. For purposes of the 10% value test, “straight debt” means a written unconditional promise to pay on demand on a specified date a sum certain in money if (i) debt is not convertible, directly or indirectly, into stock, (ii) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or similar factors other than certain contingencies relating to the timing and amount of principal and interest payments, as described in the Code and (iii) in the case of an issuer that is a corporation or a partnership, securities that otherwise would be considered straight debt will not be so considered if we, and any of our “controlled taxable REIT subsidiaries,” as defined in the Code, hold any securities of the corporate or partnership issuer which (a) are not straight debt or other excluded securities (prior to the application of this rule), and (b) have an aggregate value greater than 1% of the issuer’s outstanding securities (including, for the purposes of a partnership issuer, its interest as a partner in the partners).

As mentioned above, we may, on a selective basis, opportunistically make real estate-related debt investments, provided the underlying real estate meets our criteria for direct investment. A real estate mortgage loan that we own generally will be treated as a real estate asset for purposes of the 75% REIT asset test if, on the date that we acquire or originate the mortgage loan, the value of the real property securing the loan is equal to or greater than the principal amount of the loan. Existing IRS guidance provides that certain rules described above that are applicable to the gross income tests may apply to determine what portion of a mortgage loan will be treated as a real estate asset if the mortgage loan is secured both by real property and other assets. Although the issue is not free from doubt, we may be required to treat a portion of a mortgage loan that is acquired (or modified in a manner that is treated as an acquisition of a new loan for U.S. federal income tax purposes) at a time when the fair market value of the real property securing the loan is less than the loan’s face amount and there are other assets securing the loan, as non-qualifying for the 75% REIT asset test even if our acquisition price for the loan (that is, the fair market value of the loan) is less than the value of the real property securing the loan.

After initially meeting the asset tests at the close of any quarter, we will not lose our qualification as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values (including a failure caused solely by change in the foreign currency exchange rate used to value a foreign asset). If we fail to satisfy the asset tests because we acquire or increase our ownership interest in securities during a quarter, we can cure this failure by disposing of the non-qualifying assets within 30 days after the close of that quarter. If we fail the 5% asset test or the 10% vote or value asset test at the end of any quarter, and such failure is not cured within 30 days thereafter, we may dispose of sufficient assets (generally, within six months after the last day of the quarter in which our identification of the failure to satisfy those asset tests occurred) to cure the violation, provided that the non-permitted assets do not exceed the lesser of 1% of our assets at the end of the relevant quarter or $10,000,000. If we fail any of the other asset tests, or our failure of the 5% and 10% asset tests is in excess of the de minimis amount described above, as long as the failure was due to reasonable cause and not willful neglect, we are permitted to avoid disqualification as a REIT, after the 30-day cure period, by taking steps including the disposition of sufficient assets to meet the asset tests (generally within six months after the last day of the quarter in which our identification of the failure to satisfy the REIT asset test occurred), and paying a tax equal to the greater of $50,000 or 35% of the net income generated by the non-qualifying assets during the period in which we failed to satisfy the relevant asset test.

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We believe our holdings of securities and other assets will comply with the foregoing REIT asset requirements, and we intend to monitor compliance with such tests on an ongoing basis. There can be no assurance, however, that we will be successful in this effort. Moreover, the values of some of our assets, including the securities of any TRSs or other non-publicly traded investments, may not be susceptible to a precise determination and are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for U.S. federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset tests. Accordingly, there can be no assurance that the IRS will not contend that our assets do not meet the requirements of the REIT asset tests.

Annual Distribution Requirements

In order to qualify as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders in an amount at least equal to:

(1) the sum of:

• 90% of our “REIT taxable income” (computed without regard to our deduction for dividends paid and our net capital gains), and

• 90% of the net income, if any (after tax), from foreclosure property, as described below, and recognized built-in gain, as discussed above, minus

(2) the sum of specified items of non-cash income that exceeds a percentage of our income.

These distributions must be paid in the taxable year to which they relate, or in the following taxable year if such distributions are declared in October, November or December of the taxable year, are payable to stockholders of record on a specified date in any such month, and are actually paid before the end of January of the following year. Such distributions are treated as both paid by us and received by each stockholder on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared before we timely file our tax return for the year, provided we pay such distribution with or before our first regular dividend payment after such declaration, provided that such payment is made during the 12-month period following the close of such taxable year. These distributions are taxable to our stockholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement.

In order for distributions to be counted towards our distribution requirement, and to give rise to a tax deduction to us, they must not be “preferential dividends.” A dividend is not a preferential dividend if it is pro rata among all outstanding shares of stock within a particular class, and is in accordance with the preferences among our different classes of stock as set forth in our organizational documents.

To the extent that we distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax at ordinary corporate tax rates on the retained portion. In addition, we may elect to retain, rather than distribute, our net long-term capital gains and pay tax on such gains. In this case, we would elect to have our stockholders include their proportionate share of such undistributed long-term capital gains in their income and receive a corresponding credit for their proportionate share of the tax paid by us. Our stockholders would then increase their adjusted basis in our stock by the difference between the designated amounts included in their long-term capital gains and the tax deemed paid with respect to their proportionate shares.

If we fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year and (3) any undistributed taxable income from prior periods, we will be subject to a non-deductible 4% excise tax on the excess of such amount over the sum of (A) the amounts actually distributed (taking into account excess distributions from prior periods) and (B) the amounts of income retained on which we have paid corporate income tax. We intend to make timely distributions so that we are not subject to the 4% excise tax.

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It is possible that we, from time to time, may not have sufficient cash to meet the REIT distribution requirements due to timing differences between (1) the actual receipt of cash, including the receipt of distributions from any partnership subsidiaries and (2) the inclusion of items in income by us for U.S. federal income tax purposes. In the event that such timing differences occur, in order to meet the distribution requirements, it might be necessary to arrange for short-term, or possibly long-term, borrowings, or to pay dividends in the form of taxable in-kind distributions of property, including taxable stock dividends. In the case of a taxable stock dividend, stockholders would be required to include the dividend as income and would be required to satisfy the tax liability associated with the distribution with cash from other sources including sales of our common stock. Both a taxable stock distribution and sale of common stock resulting from such distribution could adversely affect the price of our common stock.

We may be able to rectify a failure to meet the distribution requirements for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In this case, we may be able to avoid losing our REIT qualification or being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest and a penalty based on the amount of any deduction taken for deficiency dividends.

Recordkeeping Requirements

We are required to maintain records and request on an annual basis information from specified stockholders. These requirements are designed to assist us in determining the actual ownership of our outstanding stock and maintaining our qualification as a REIT.

Prohibited Transactions

Net income we derive from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business by a REIT, by a lower-tier partnership in which the REIT holds an equity interest or by a borrower that has issued a shared appreciation mortgage or similar debt instrument in the REIT. We intend to conduct our operations so that no asset owned by us or our pass-through subsidiaries will be held as inventory or primarily for sale to customers, and that a sale of any assets owned by us directly or through a pass-through subsidiary will not be in the ordinary course of business. However, whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that any particular property in which we hold a direct or indirect interest will not be treated as property held as inventory or primarily for sale to customers, or that certain safe-harbor provisions of the Code discussed below that prevent such treatment will apply. The 100% tax will not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate income tax rates.

The Code provides a safe harbor that, if met, allows us to avoid being treated as engaged in a prohibited transaction. In order to meet the safe harbor, among other things, (i) we must have held the property for at least two years (and, in the case of property which consists of land or improvements not acquired through foreclosure, we must have held the property for two years for the production of rental income) and (ii) during the taxable year the property is disposed of, we must not have made more than seven property sales or, alternatively, the aggregate adjusted basis or fair market value of all of the properties sold by us during the taxable year must not exceed 10% of the aggregate adjusted basis or 10% of the fair market value, respectively, of all of our assets as of the beginning of the taxable year.

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Foreclosure Property

Foreclosure property is real property (including interests in real property) and any personal property incident to such real property (1) that is acquired by a REIT as a result of the REIT having bid on the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after there was a default (or default was imminent) on a lease of the property or a mortgage loan held by the REIT and secured by the property, (2) for which the related loan or lease was made, entered into or acquired by the REIT at a time when default was not imminent or anticipated and (3) for which such REIT makes a proper election to treat the property as foreclosure property. REITs generally are subject to tax at the maximum corporate rate (currently 35%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property in the hands of the selling REIT.

To the extent that we acquire non-performing or distressed debt secured by retail real estate assets with a view to subsequently taking control of the collateral (i.e., loan-to-own investments), any property that we acquire through such a transaction will not qualify to be treated as foreclosure property because it will not satisfy condition (2) in the preceding paragraph. However, provided that the income generated by such property is qualifying income for purposes of the 75% gross income test, such income will not be subject to tax at the maximum corporate rate assuming that it is currently distributed to our stockholders. See “—Requirements for Qualification—General—Annual Distribution Requirements.”

Tax Aspects of Investments in Partnerships

General

We will hold investments through entities that are classified as partnerships for U.S. federal income tax purposes, including our interest in our operating partnership and equity interests in lower-tier partnerships. In general, partnerships are “pass-through” entities that are not subject to U.S. federal income tax. Rather, partners are allocated their proportionate shares of the items of income, gain, loss, deduction and credit of a partnership, and are subject to tax on these items without regard to whether the partners receive a distribution from the partnership. We will include in our income our proportionate share of these partnership items for purposes of the various REIT income tests, based on our capital interest in such partnership. Moreover, for purposes of the REIT asset tests, we will include our proportionate share of assets held by subsidiary partnerships, based on our capital interest in such partnerships (other than for purposes of the 10% value test, for which the determination of our interest in partnership assets will be based on our proportionate interest in any securities issued by the partnership excluding, for these purposes, certain excluded securities as described in the Code). Consequently, to the extent that we hold an equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT, even though we may have no control, or only limited influence, over the partnership.

Entity Classification

The investment by us in partnerships involves special tax considerations, including the possibility of a challenge by the IRS of the status of any of our subsidiary partnerships as a partnership, as opposed to an association taxable as a corporation, for U.S. federal income tax purposes. If any of these entities were treated as an association for U.S. federal income tax purposes, it would be taxable as a corporation and, therefore, could be subject to an entity-level tax on its income.

Pursuant to Section 7704 of the Code, a partnership that does not elect to be treated as a corporation nevertheless will be treated as a corporation that for U.S. federal income tax purposes if it is a “publicly traded partnership” and it does not receive at least 90% of its gross income from certain specified sources of “qualifying income” within the meaning of that section. A “publicly traded partnership” is any partnership (i) the interests in

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which are traded on an established securities market or (ii) the interests in which are readily tradable on a “secondary market or the substantial equivalent thereof.” Although our operating partnership units will not be traded on an established securities market, there is a significant risk that the right of a holder of operating partnership units to redeem the units for our common stock could cause operating partnership units to be considered readily tradable on the substantial equivalent of a secondary market. Under the relevant Treasury Regulations, interests in a partnership will not be considered readily tradable on a secondary market or on the substantial equivalent of a secondary market if the partnership qualifies for specified “safe harbors,” which are based on the specific facts and circumstances relating to the partnership. Although our operating partnership may, depending on the percentage of interests transferred during a taxable year, qualify for one of these safe harbors in the future, we cannot provide any assurance that our operating partnership will qualify in each of its taxable years for one of these safe harbors. If our operating partnership were a publicly traded partnership, it would be taxed as a corporation unless at least 90% of its gross income consisted of “qualifying income” under Section 7704 of the Code. Qualifying income is generally real property rents and other types of passive income. We believe our operating partnership will have sufficient qualifying income so that it would be taxed as a partnership, even if it were a publicly traded partnership. The income requirements applicable to us to qualify as a REIT under the Code and the definition of qualifying income under the publicly traded partnership rules are very similar. Although differences exist between these two income tests, we do not believe that these differences would cause our operating partnership not to satisfy the 90% gross income test applicable to publicly traded partnerships.

If our operating partnership were taxable as a corporation, the character of our assets and items of our gross income would change and could preclude us from satisfying the REIT asset tests (particularly the tests generally preventing a REIT from owning more than 10% of the voting securities, or more than 10% of the value of the securities, of a corporation) or the gross income tests as discussed in “—Requirements for Qualification—General—Asset Tests” and “—Requirements for Qualification—General—Gross Income Tests” above, and in turn could prevent us from qualifying as a REIT. See “—Failure to Qualify,” below, for a discussion of the effect of our failure to meet these tests for a taxable year. In addition, any change in the status of any of our subsidiary partnerships for tax purposes might be treated as a taxable event, in which case we could have taxable income that is subject to the REIT distribution requirements without receiving any cash.

Tax Allocations with Respect to Partnership Properties

The operating partnership agreement generally provides that items of operating income and loss will be allocated to the holders of units in proportion to the number of units held by each holder. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Our operating partnership’s allocations of income and loss are intended to comply with the requirements of Section 704(b) of the Code of the Treasury Regulations promulgated under this section of the Code.

Under Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for tax purposes in a manner such that the contributing partner is charged with, or benefits from, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss is generally equal to the difference between the fair market value, or book value, of the contributed property and the adjusted tax basis of such property at the time of the contribution (a “book-tax difference”). Such allocations are solely for U.S. federal income tax purposes and do not affect partnership capital accounts or other economic or legal arrangements among the partners.

In connection with the formation transactions, appreciated property will be acquired by our operating partnership in exchange for interests in our operating partnership. The operating partnership agreement requires that allocations with respect to such acquired property be made in a manner consistent with Section 704(c) of the

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Code. Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of allocating book-tax differences. We and our operating partnership have agreed to use the “traditional method” for accounting for book-tax differences for the properties acquired by our operating partnership in the formation transactions. Under the traditional method, which is the least favorable method from our perspective, the carryover basis of the acquired properties in the hands of our operating partnership (1) may cause us to be allocated lower amounts of depreciation and other deductions for tax purposes than would be allocated to us if all of the acquired properties were to have a tax basis equal to their fair market value at the time of acquisition and (2) in the event of a sale of such properties, could cause us to be allocated gain in excess of our corresponding economic or book gain (or taxable loss that is less than our economic or book loss), with a corresponding benefit to the partners transferring such properties to our operating partnership for interests in our operating partnership. Therefore, the use of the traditional method could result in our having taxable income that is in excess of our economic or book income as well as our cash distributions from our operating partnership, which might adversely affect our ability to comply with the REIT distribution requirements or result in a greater portion of our distributions being treated as taxable dividend income.

Failure to Qualify

In the event that we violate a provision of the Code that would result in our failure to qualify as a REIT, we may nevertheless continue to qualify as a REIT. Specified relief provisions will be available to us to avoid such disqualification if (1) the violation is due to reasonable cause and not due to willful neglect, (2) we pay a penalty of $50,000 for each failure to satisfy a requirement for qualification as a REIT and (3) the violation does not include a violation under the gross income or asset tests described above (for which other specified relief provisions are available). This cure provision reduces the instances that could lead to our disqualification as a REIT for violations due to reasonable cause. If we fail to qualify for taxation as a REIT in any taxable year and none of the relief provisions of the Code apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to our stockholders in any year in which we are not a REIT will not be deductible by us, nor will they be required to be made. In this situation, to the extent of current and accumulated earnings and profits, and, subject to limitations of the Code, distributions to our stockholders will generally be taxable in the case of our stockholders who are individual U.S. stockholders at a maximum rate of 15% (through 2010), and dividends in the hands of our corporate U.S. stockholders may be eligible for the dividends received deduction. Unless we are entitled to relief under the specific statutory provisions, we will also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether, in all circumstances, we will be entitled to statutory relief.

Taxation of Stockholders

Taxation of Taxable U.S. Stockholders

This section summarizes the taxation of U.S. stockholders that are not tax-exempt organizations.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our stock, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding our common stock should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the acquisition, ownership and disposition of our stock by the partnership.

Distributions. Provided that we qualify as a REIT, distributions made to our taxable U.S. stockholders out of our current or accumulated earnings and profits, and not designated as capital gain dividends, will generally be taken into account by them as ordinary dividend income and will not be eligible for the dividends received deduction for corporations. In determining the extent to which a distribution with respect to our common stock constitutes a dividend for U.S. federal income tax purposes, our earnings and profits will be allocated first to

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distributions with respect to our preferred stock, if any, and then to our common stock. Dividends received from REITs are generally not eligible to be taxed at the preferential qualified dividend income rates currently applicable to individual U.S. stockholders who receive dividends from taxable subchapter C corporations.

In addition, distributions from us that are designated as capital gain dividends will be taxed to U.S. stockholders as long-term capital gains, to the extent that they do not exceed our actual net capital gain for the taxable year, without regard to the period for which the U.S. stockholder has held his, her or its stock. To the extent that we elect under the applicable provisions of the Code to retain our net capital gains, U.S. stockholders will be treated as having received, for U.S. federal income tax purposes, our undistributed capital gains as well as a corresponding credit for taxes paid by us on such retained capital gains.

U.S. stockholders will increase their adjusted tax basis in our common stock by the difference between their allocable share of such retained capital gain and their share of the tax paid by us. Corporate U.S. stockholders may be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at maximum U.S. federal rates of 15% (through 2010) in the case of U.S. stockholders who are individuals, and 35% for corporations. Capital gains attributable to the sale of depreciable real property held for more than 12 months are subject to a 25% maximum U.S. federal income tax rate for individual U.S. stockholders, to the extent of previously claimed depreciation deductions.

Distributions in excess of our current and accumulated earnings and profits will not be taxable to a U.S. stockholder to the extent that they do not exceed the adjusted tax basis of the U.S. stockholder’s shares in respect of which the distributions were made, but rather will reduce the adjusted tax basis of these shares. To the extent that such distributions exceed the adjusted tax basis of an individual U.S. stockholder’s shares, they will be included in income as long-term capital gain, or short-term capital gain if the shares have been held for one year or less. In addition, any dividend declared by us in October, November or December of any year and payable to a U.S. stockholder of record on a specified date in any such month will be treated as both paid by us and received by the U.S. stockholder on December 31 of such year, provided that the dividend is actually paid by us before the end of January of the following calendar year.

With respect to U.S. stockholders who are taxed at the rates applicable to individuals, we may elect to designate a portion of our distributions paid to such U.S. stockholders as “qualified dividend income” (through 2010, unless extended by Congress). A portion of a distribution that is properly designated as qualified dividend income is taxable to non-corporate U.S. stockholders as capital gain, provided that the U.S. stockholder has held the common stock with respect to which the distribution is made for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which such common stock became ex-dividend with respect to the relevant distribution. The maximum amount of our distributions eligible to be designated as qualified dividend income for a taxable year is equal to the sum of:

(1) the qualified dividend income received by us during such taxable year from subchapter C corporations (including any TRSs);

(2) the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the U.S. federal income tax paid by us with respect to such undistributed REIT taxable income; and

(3) the excess of any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction from a non-REIT corporation or had appreciated at the time our REIT election became effective over the U.S. federal income tax paid by us with respect to such built-in gain.

Generally, dividends that we receive will be treated as qualified dividend income for purposes of (1) above if the dividends are received from a domestic subchapter C corporation, such as any TRSs, and specified holding period and other requirements are met.

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To the extent that we have available net operating losses and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that must be made in order to comply with the REIT distribution requirements. See “—Requirements for Qualification—General—Annual Distribution Requirements.” Such losses, however, are not passed through to U.S. stockholders and do not offset income of U.S. stockholders from other sources, nor do they affect the character of any distributions that are actually made by us, which are generally subject to tax in the hands of U.S. stockholders to the extent that we have current or accumulated earnings and profits.

Dispositions of Our Common Stock. In general, a U.S. stockholder will realize gain or loss upon the sale, redemption or other taxable disposition of our common stock in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. stockholder’s adjusted tax basis in the common stock at the time of the disposition. In general, a U.S. stockholder’s adjusted tax basis will equal the U.S. stockholder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. stockholder discussed above less tax deemed paid on it and reduced by returns of capital. In general, capital gains recognized by individuals and other non-corporate U.S. stockholders upon the sale or disposition of shares of our common stock will be subject to a maximum U.S. federal income tax rate of 15% for taxable years through 2010, if our common stock is held for more than 12 months, and will be taxed at ordinary income rates (of up to 35% through 2010) if our common stock is held for 12 months or less. Gains recognized by U.S. stockholders that are corporations are subject to U.S. federal income tax at a maximum rate of 35%, whether or not classified as long-term capital gains. The IRS has the authority to prescribe, but has not yet prescribed, regulations that would apply a capital gain tax rate of 25% (which is generally higher than the long-term capital gain tax rates for non-corporate holders) to a portion of capital gain realized by a non-corporate holder on the sale of REIT stock or depositary shares that would correspond to the REIT’s “unrecaptured Section 1250 gain.”

Prospective stockholders are advised to consult their tax advisors with respect to their capital gain tax liability. Capital losses recognized by a U.S. stockholder upon the disposition of our common stock held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the U.S. stockholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of shares of our common stock by a U.S. stockholder who has held the shares for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of distributions received from us that were required to be treated by the U.S. stockholder as long-term capital gain.

If a U.S. stockholder recognizes a loss upon a subsequent disposition of our common stock in an amount that exceeds a prescribed threshold, it is possible that the provisions of recently adopted Treasury Regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written quite broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisors concerning any possible disclosure obligation with respect to the receipt or disposition of our common stock, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that we and other participants in transactions involving us (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Passive Activity Losses and Investment Interest Limitations

Distributions made by us and gain arising from the sale or exchange by a U.S. stockholder of our common stock will not be treated as passive activity income. As a result, U.S. stockholders will not be able to apply any “passive losses” against income or gain relating to our common stock. Distributions made by us, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation. A U.S. stockholder that elects to treat capital gain dividends, capital

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gains from the disposition of stock or qualified dividend income as investment income for purposes of the investment interest limitation will be taxed at ordinary income rates on such amounts.

Taxation of Tax-Exempt U.S. Stockholders

U.S. tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their unrelated business taxable income, which is referred to in this registration statement as unrelated business taxable income, or “UBTI.” While many investments in real estate may generate UBTI, the IRS has ruled that dividend distributions from a REIT to a tax-exempt entity do not constitute UBTI. Based on that ruling, and provided that (1) a tax-exempt U.S. stockholder has not held our common stock as “debt financed property” within the meaning of the Code (i.e., where the acquisition or ownership of the property is financed through a borrowing by the tax-exempt stockholder), and (2) our common stock is not otherwise used in an unrelated trade or business, distributions from us and income from the sale of our common stock generally should not give rise to UBTI to a tax-exempt U.S. stockholder.

Tax-exempt U.S. stockholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under Sections 501(c)(7), (c) (9), (c)(17) and (c)(20) of the Code, respectively, are subject to different UBTI rules, which generally will require them to characterize distributions from us as UBTI unless they are able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by their investment in our common stock. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.

In certain circumstances, a pension trust (1) that is described in Section 401(a) of the Code, (2) is tax exempt under Section 501(a) of the Code, and (3) that owns more than 10% of our stock could be required to treat a percentage of the dividends from us as UBTI if we are a “pension-held REIT.” We will not be a pension-held REIT unless (1) either (A) one pension trust owns more than 25% of the value of our stock, or (B) a group of pension trusts, each individually holding more than 10% of the value of our stock, collectively owns more than 50% of such stock and (2) we would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that stock owned by such trusts shall be treated, for purposes of the requirement that not more than 50% of the value of the outstanding stock of a REIT is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities), as owned by the beneficiaries of such trusts. Certain restrictions on ownership and transfer of our stock should generally prevent a tax-exempt entity from owning more than 10% of the value of our stock, or us from becoming a pension-held REIT.

Tax-exempt U.S. stockholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign tax consequences of the acquisition, ownership and disposition of our stock.

Taxation of Non-U.S. Stockholders

The following is a summary of certain U.S. federal income tax consequences of the acquisition, ownership and disposition of our common stock applicable to non-U.S. stockholders. The discussion is based on current law and is for general information only. It addresses only selective and not all aspects of U.S. federal income taxation.

Ordinary Dividends. The portion of dividends received by non-U.S. stockholders payable out of our earnings and profits that are not attributable to gains from sales or exchanges of U.S. real property interests and which are not effectively connected with a U.S. trade or business of the non-U.S. stockholder generally will be treated as ordinary income and will be subject to U.S. federal withholding tax at the rate of 30%, unless reduced or eliminated by an applicable income tax treaty. Under some treaties, however, lower rates generally applicable to dividends do not apply to dividends from REITs.

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In general, non-U.S. stockholders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of our stock. In cases where the dividend income from a non-U.S. stockholder’s investment in our common stock is, or is treated as, effectively connected with the non-U.S. stockholder’s conduct of a U.S. trade or business, the non-U.S. stockholder generally will be subject to U.S. federal income tax at graduated rates, in the same manner as U.S. stockholders are taxed with respect to such dividends, and may also be subject to the 30% branch profits tax on the income after the application of the income tax in the case of a non-U.S. stockholder that is a corporation.

Non-Dividend Distributions. Unless (1) our common stock constitutes a U.S. real property interest, or “USRPI,” or (2) either (A) the non-U.S. stockholder’s investment in our common stock is effectively connected with a U.S. trade or business conducted by such non-U.S. stockholder (in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain) or (B) the non-U.S. stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States (in which case the non-U.S. stockholder will be subject to a 30% tax on the individual’s net capital gain for the year), distributions by us which are not dividends out of our earnings and profits will not be subject to U.S. federal income tax. If it cannot be determined at the time at which a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. However, the non-U.S. stockholder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits. If our company’s common stock constitutes a USRPI, as described below, distributions by us in excess of the sum of our earnings and profits plus the non-U.S. stockholder’s adjusted tax basis in our common stock will be taxed under the Foreign Investment in Real Property Tax Act of 1980, or “FIRPTA,” at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. stockholder of the same type (e.g., an individual or a corporation, as the case may be), and the collection of the tax will be enforced by a refundable withholding at a rate of 10% of the amount by which the distribution exceeds the stockholder’s share of our earnings and profits plus the stockholder’s adjusted basis in our stock.

Capital Gain Dividends. Under FIRPTA, a distribution made by us to a non-U.S. stockholder, to the extent attributable to gains from dispositions of USRPIs held by us directly or through pass-through subsidiaries, or “USRPI capital gains,” will be considered effectively connected with a U.S. trade or business of the non-U.S. stockholder and will be subject to U.S. federal income tax at the rates applicable to U.S. stockholders, without regard to whether the distribution is designated as a capital gain dividend. In addition, we will be required to withhold tax equal to 35% of the amount of capital gain dividends to the extent the dividends constitute USRPI capital gains. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a non-U.S. stockholder that is a corporation. However, the 35% withholding tax will not apply to any capital gain dividend with respect to any class of our stock which is “regularly traded” (as defined by applicable Treasury Regulations) on an established securities market located in the United States if the non-U.S. stockholder did not own more than 5% of such class of stock at any time during the one-year period ending on the date of such dividend. Instead, any capital gain dividend will be treated as a distribution subject to the rules discussed above under “—Taxation of Stockholders—Taxation of Non-U.S. Stockholders—Ordinary Dividends.” Also, the branch profits tax will not apply to such a distribution. A distribution is not a USRPI capital gain if we held the underlying asset solely as a creditor, although the holding of a shared appreciation mortgage loan would not be solely as a creditor. Capital gain dividends received by a non-U.S. stockholder from a REIT that are not USRPI capital gains are generally not subject to U.S. federal income or withholding tax, unless either (1) if the non-U.S. stockholder’s investment in our common stock is effectively connected with a U.S. trade or business conducted by such non-U.S. stockholder (in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain) or (2) if the non-U.S. stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States (in which case the non-U.S. stockholder will be subject to a 30% tax on the individual’s net capital gain for the year).

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Dispositions of Our Common Stock. Unless our common stock constitutes a USRPI, a sale of the stock by a non-U.S. stockholder generally will not be subject to U.S. federal income taxation under FIRPTA. The stock will not be treated as a USRPI if less than 50% of our assets throughout a prescribed testing period consist of interests in real property located within the United States, excluding, for this purpose, interests in real property solely in a capacity as a creditor. However, we expect that more than 50% of our assets will consist of interests in real property located in the United States.

Still, our common stock nonetheless will not constitute a USRPI if we are a “domestically controlled REIT.” A domestically controlled REIT is a REIT in which, at all times during a specified testing period (generally the lesser of the five year period ending on the date of disposition of its shares of common stock or the period of existence), less than 50% in value of its outstanding stock is held directly or indirectly by non-U.S. stockholders. We expect to be a domestically controlled REIT and, therefore, the sale of our common stock should not be subject to taxation under FIRPTA. Because our stock will be publicly traded, however, no assurance can be given that we will be, or that if we are, that we will remain, a domestically controlled REIT.

In the event that we do not constitute a domestically controlled REIT, a non-U.S. stockholder’s sale of our common stock nonetheless will generally not be subject to tax under FIRPTA as a sale of a USRPI, provided that (1) our common stock is “regularly traded” (as defined by applicable Treasury Regulations) on an established securities market, and (2) the selling non-U.S. stockholder owned, actually or constructively, 5% or less of our outstanding common stock at all times during the five-year period ending on the date of sale.

If gain on the sale of our common stock were subject to taxation under FIRPTA, the non-U.S. stockholder would be subject to the same treatment as a U.S. stockholder with respect to such gain, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of non- resident alien individuals, and the purchaser of the stock could be required to withhold 10% of the purchase price and remit such amount to the IRS.

Gain from the sale of our common stock that would not otherwise be subject to FIRPTA will nonetheless be taxable in the United States to a non-U.S. stockholder in two cases: (1) if the non-U.S. stockholder’s investment in our common stock is effectively connected with a U.S. trade or business conducted by such non-U.S. stockholder, the non-U.S. stockholder will be subject to the same treatment as a U.S. stockholder with respect to such gain, or (2) if the non-U.S. stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, the nonresident alien individual will be subject to a 30% tax on the individual’s capital gain.

Backup Withholding and Information Reporting

We will report to our U.S. stockholders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Under the backup withholding rules, a U.S. stockholder may be subject to backup withholding at the current rate of 28% with respect to dividends paid, unless the holder (1) is a corporation or comes within other exempt categories and, when required, demonstrates this fact or (2) provides a taxpayer identification number or social security number, certifies under penalties of perjury that such number is correct and that such holder is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. A U.S. stockholder that does not provide his or her correct taxpayer identification number or social security number may also be subject to penalties imposed by the IRS. In addition, we may be required to withhold a portion of capital gain distribution to any U.S. stockholder who fails to certify its non-foreign status.

We must report annually to the IRS and to each non-U.S. stockholder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. stockholder resides under the provisions of an applicable income tax treaty. A non-U.S. stockholder may be subject to backup withholding unless applicable certification requirements are met.

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Payment of the proceeds of a sale of our common stock within the United States is subject to both backup withholding and information reporting requirements unless the beneficial owner certifies under penalties of perjury that it is a non-U.S. stockholder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person) or the holder otherwise establishes an exemption. Payment of the proceeds of a sale of our common stock conducted through certain United States related financial intermediaries is subject to information reporting requirements (but not backup withholding) unless the financial intermediary has documentary evidence in its records that the beneficial owner is a non-U.S. stockholder and specified conditions are met or an exemption is otherwise established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

New Legislation Relating to Foreign Accounts

Newly enacted legislation may impose withholding taxes on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities. Under this legislation, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to U.S. stockholders who own shares of our common stock through foreign accounts or foreign intermediaries and certain non-U.S. stockholders. The legislation imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial institution or to a foreign entity other than a financial institution, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign entity that is not a financial institution either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. If the payee is a foreign financial institution, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. The legislation would apply to payments made after December 31, 2012. Prospective stockholders should consult their tax advisors regarding this legislation.

State, Local and Foreign Taxes

We and our subsidiaries and stockholders may be subject to state, local and foreign taxation in various jurisdictions, including those in which they or we transact business, own property or reside. We will likely own interests in properties located in a number of jurisdictions, and we may be required to file tax returns and pay taxes in certain of those jurisdictions. The state, local or foreign tax treatment of our company and our stockholders may not conform to the U.S. federal income tax treatment discussed above. Any foreign taxes incurred by us would not pass through to stockholders as a credit against their U.S. federal income tax liability. Prospective stockholders should consult their tax advisor regarding the application and effect of state, local and foreign income and other tax laws on an investment in our common stock.

Other Tax Considerations

Proposed Legislation or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to us and our stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in our common stock.

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ERISA CONSIDERATIONS

A fiduciary of a pension, profit sharing, retirement or other employee benefit plan, or plan, subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA, should consider the fiduciary standards under ERISA in the context of the plan’s particular circumstances before authorizing an investment of a portion of such plan’s assets in the shares of common stock. Accordingly, such fiduciary should consider (i) whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA, (ii) whether the investment is in accordance with the documents and instruments governing the plan as required by Section 404(a)(1)(D) of ERISA, and (iii) whether the investment is prudent under ERISA. In addition to the imposition of general fiduciary standards of investment prudence and diversification, ERISA and the corresponding provisions of the Code prohibit a wide range of transactions involving the assets of the plan and persons who have certain specified relationships to the plan (“parties in interest” within the meaning of ERISA, “disqualified persons” within the meaning of Code). Thus, a plan fiduciary considering an investment in the shares of common stock should also consider whether the acquisition or the continued holding of the shares of common stock might constitute or give rise to a direct or indirect prohibited transaction that is not subject to an exemption issued by the Department of Labor, or the DOL.

The DOL has issued final regulations, or the DOL Regulations, as to what constitutes assets of an employee benefit plan under ERISA. Under the DOL Regulations, if a plan acquires an equity interest in an entity, which interest is neither a “publicly offered security” nor a security issued by an investment company registered under the 1940 Act as amended, the plan’s assets would include, for purposes of the fiduciary responsibility provision of ERISA, both the equity interest and an undivided interest in each of the entity’s underlying assets unless certain specified exceptions apply. The DOL Regulations define a publicly offered security as a security that is “widely held,” “freely transferable,” and either part of a class of securities registered under the Exchange Act, or sold pursuant to an effective registration statement under the Securities Act (provided the securities are registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the public offering occurred). The shares of common stock are being sold in an offering registered under the Securities Act and will be registered under the Exchange Act.

The DOL Regulations provide that a security is “widely held” only if it is part of a class of securities that is owned by 100 or more investors independent of the issuer and of one another. A security will not fail to be “widely held” because the number of independent investors falls below 100 subsequent to the initial public offering as a result of events beyond the issuer’s control. We expect our common stock to be “widely held” upon completion of this offering.

The DOL Regulations provide that whether a security is “freely transferable” is a factual question to be determined on the basis of all relevant facts and circumstances. The DOL Regulations further provide that when a security is part of an offering in which the minimum investment is $10,000 or less, as is the case with this offering, certain restrictions ordinarily will not, alone or in combination, affect the finding that such securities are “freely transferable.” We believe the restrictions imposed under our charter on the transfer of our common stock are limited to the restrictions on transfer generally permitted under the DOL Regulations are not likely to result in the failure of common stock to be “freely transferable.” The DOL Regulations only establish a presumption in favor of the finding of free transferability, and, therefore, no assurance can be given that the DOL will not reach a contrary conclusion.

We believe our common stock will be “widely held” and freely transferable,” and therefore that our common stock should be publicly offered securities for purposes of the DOL Regulations and that our assets should not be deemed to be “plan assets” of any plan that invests in our common stock. operating partnership units may not be sold to or held by any “benefit plan investor” as defined under Section 3(42) of ERISA.

Each holder of our common stock will be deemed to have represented and agreed that either it is not subject to ERISA or Section 4975 of the Code, or its purchase and holding of such common stock (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

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UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. are acting as representatives and joint book-running managers of each of the underwriters named below. Subject to the terms and conditions set forth in a purchase agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

Underwriter	Number of Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Capital Inc.
Deutsche Bank Securities, Inc.
Raymond James & Associates, Inc.
RBC Capital Markets Corporation
Piper Jaffray & Co.
PNC Capital Markets LLC
Total	31,250,000

Subject to the terms and conditions set forth in the purchase agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $             per share. After the initial offering, the public offering price, concession or any other term of this offering may be changed.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

	Per Share	Without Option	With Option
Public offering price	$	$	$
Underwriting discount	$	$	$
Proceeds, before expenses, to DLC Realty Trust, Inc..	$	$	$

The expenses of this offering, including the filing fees and the reasonable fees and disbursements of counsel to the underwriters in connection with FINRA filings, but not including the underwriting discount, are estimated at $17.1 million and are payable by us.

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Over-Allotment Option

We have granted an option to the underwriters to purchase up to 4,687,500 additional shares at the public offering price, less the underwriting discount. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

Directed Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 1,562,500 (5%) of the shares offered by this prospectus for sale to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved shares, it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

No Sales of Similar Securities

We, our executive officers and directors and our other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for a period of one year after the completion of this offering, in the case of our senior management team and the other continuing investors including one of our independent directors, and 180 days after the date of this prospectus, in the case of our company and certain of our independent directors, without first obtaining the consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

• offer, pledge, sell or contract to sell any common stock,

• sell any option or contract to purchase any common stock,

• purchase any option or contract to sell any common stock,

• grant any option, right or warrant for the sale of any common stock,

• lend or otherwise dispose of or transfer any common stock,

• request or demand that we file a registration statement related to the common stock, or

• enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. In the event that either (x) during the last 17 days of the one year or 180-day lock-up periods referred to above, we issue an earnings release or material news or a material event relating to our company occurs or (y) prior to the expiration of the one year or 180-day lock-up periods, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the one year or 180-day lock-up periods, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

New York Stock Exchange Listing

Our common stock has been approved for listing on the New York Stock Exchange under the symbol “DLC,” subject to official notice of issuance. In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

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Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are

• the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

• our financial information,

• the history of, and the prospects for, our company and the industry in which we compete,

• an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,

• the present state of our development, and

• the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after this offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with this offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares in this offering. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market.

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Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representatives on the same basis as other allocations.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In connection with this offering and the formation transactions, we have entered into an agreement with affiliates of certain of the underwriters of this offering to provide us with a three-year, $200.0 million senior secured revolving credit facility. The agreement will become effective upon the pricing of this offering and we intend to close the facility concurrently with the closing of this offering. The closing of the facility is contingent on the satisfaction of customary conditions. The senior secured revolved credit facility contains an accordion feature that will allow us to increase the availability thereunder to up to $300.0 million, under specified circumstances. We and the subsidiaries who own the borrowing base properties are guarantors of this facility. For a discussion of our senior secured revolving credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Indebtedness to be Outstanding After This Offering.”

Notice to Prospective Investors in the EEA

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) by the underwriters to fewer than 100 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of shares shall result in a requirement for the publication by us or any representative of a prospectus pursuant to Article 3 of the Prospectus Directive.

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Any person making or intending to make any offer of shares within the EEA should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of shares through any financial intermediary, other than offers made by the underwriters which constitute the final offering of shares contemplated in this prospectus.

For the purposes of this provision, and your representation below, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under, the offer of shares contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:

(A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (FINMA) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (CISA), and accordingly the shares being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the shares have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the shares offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The shares may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (CISO), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the shares are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or

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made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

Notice to Prospective Investors in the Dubai International Financial Centre

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The shares which are the subject of the offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this document you should consult an authorised financial adviser.

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LEGAL MATTERS

Certain legal matters relating to this offering will be passed upon for us by Clifford Chance US LLP, New York, New York. In addition, the description of U.S. federal income tax consequences contained in the section of the prospectus entitled “U.S. Federal Income Tax Considerations” is based on the opinion of Clifford Chance US LLP, New York, New York. Certain legal matters relating to this offering will be passed upon for the underwriters by Goodwin Procter LLP, Boston, Massachusetts.

EXPERTS

Ernst & Young LLP, our independent registered public accounting firm, has audited the consolidated balance sheet of DLC Realty Trust, Inc. as of March 31, 2010, as set forth in their report. This financial statement is included in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent registered public accounting firm, has audited the combined financial statements and related financial statement schedules of DLC Realty Trust, Inc. (Predecessor) as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, as set forth in their report. These financial statements and schedules are included in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-11, including exhibits and schedules filed with the registration statement of which this prospectus is a part, under the Securities Act, with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to us and the shares of common stock to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement may be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you, free of charge, on the SEC’s website at www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and will file periodic reports, proxy statements and will make available to our stockholders annual reports containing audited financial information for each year and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

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INDEX TO FINANCIAL STATEMENTS

DLC REALTY TRUST, INC.:

Unaudited Pro Forma Financial Information	F-2
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010	F-3
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010	F-4
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2010	F-6
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2010	F-7
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December  31, 2009	F-9
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2009	F-10
Historical Financial Information
Report of Independent Registered Public Accounting Firm	F-12
Consolidated Balance Sheet as of March 31, 2010	F-13
Notes to Consolidated Balance Sheet as of March 31, 2010	F-14

DLC REALTY TRUST, INC. (PREDECESSOR):

Report of Independent Registered Public Accounting Firm	F-15
Combined Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009 and 2008	F-16
Combined Statements of Operations for the Three Months Ended March 31, 2010 (unaudited) and 2009 (unaudited) and the Years Ended December 31, 2009, 2008 and 2007	F-17
Combined Statements of Equity (Deficit) for the Three Months Ended March 31, 2010 (unaudited) and the Years Ended December 31, 2009, 2008 and 2007	F-18
Combined Statements of Cash Flows for the Three Months Ended March 31, 2010 (unaudited) and 2009 (unaudited) and the Years Ended December 31, 2009, 2008 and 2007	F-19
Notes to Combined Financial Statements	F-20
Schedule II – Valuation and Qualifying Accounts	F-38
Schedule III – Real Estate and Accumulated Depreciation	F-39

F-1

DLC Realty Trust, Inc.

Unaudited Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements as of March 31, 2010, and for the three months ended March 31, 2010 and for the year ended December 31, 2009, are presented as if the formation transactions, this offering, a mortgage modification and extension and the senior secured revolving credit facility we expect to be effective concurrent with this offering all had occurred on March 31, 2010 for the pro forma condensed consolidated balance sheet and on January 1, 2009 for the pro forma condensed consolidated statements of operations.

The pro forma adjustments included herein reflect (i) consolidating the properties as a result of the merger of our predecessor into our company or our subsidiaries and the issuance of operating partnership units and shares of common stock and the payment of cash to the continuing investors thereof as part of the consolidation transaction, (ii) the issuance of shares of our common stock in this offering, and the application of the net proceeds therefrom, primarily for the repayment of indebtedness, (iii) the removal of amounts related to ground lease interest that will not be contributed to the operating partnership as part of the formation transactions, (iv) the costs of entering into, and borrowings under, the senior secured revolving credit facility, (v) the modification and extension of a mortgage, and (vi) other pro forma adjustments.

The pro forma condensed consolidated financial statements should be read in conjunction with the combined historical financial statements of our predecessor, including the notes thereto, and other financial information and analysis, including the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented elsewhere in this prospectus. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only, do not purport to represent our financial position or results of operations that would actually have occurred assuming completion of the formation transactions, this offering and other adjustments described above all had occurred on March 31, 2010 for the pro forma condensed consolidated balance sheet or on January 1, 2009 for the pro forma condensed consolidated statements of operations, and do not purport to be indicative of our future results of operations or our financial position.

F-2

DLC Realty Trust, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

March 31, 2010

(Unaudited and in thousands)

	DLC Realty Trust,  Inc.(1)		Predecessor(2)			Ground Lease Interests Not Contributed			Other Pro Forma Adjustments			Consolidated Balance Sheet Prior to This Offering and Financing Transactions			This Offering			Financing Transactions			Post-Closing Distributions to Equity Owners of the Predecessor			Allocation For Non- Controlling Interests			Company Pro Forma
Assets
Land			$	280,888			—					$	280,888														$	280,888
Building and improvements				986,796			(2,518	)(3)					984,278															984,278
				1,267,684			(2,518	)		—			1,265,166			—			—			—			—			1,265,166
Less: accumulated depreciation				(194,550	)		467	(3)					(194,083	)														(194,083	)
Real estate, net				1,073,134			(2,051	)		—			1,071,083			—			—			—			—			1,071,083
Cash and cash equivalents		1		16,111			(8	)(3)		951	(4)		16,803			450,946	(6)		(460,102	)(7)		(18,962	)(5)					2,585
										(252	)(5)								8,900	(8)
																			5,000	(9)
Restricted cash				24,084			(106	)(3)					23,978						(8,900	)(8)								15,078
Rents and other receivables, net of allowance of $2,625				6,017			(79	)(3)					5,938															5,938
Straight-line rents receivable				15,445			(1,447	)(3)					13,998															13,998
Intangible lease assets, net				43,671									43,671															43,671
Deferred charges, net				8,800			(161	)(3)		49	(4)		8,688						5,583	(7)								16,249
																			3,901	(7)
																			(1,923	)(7)
Other assets				4,816									4,816			(1,415	)(6)											3,401
Total assets	$	1	$	1,192,078		$	(3,852	)		748		$	1,188,975		$	449,531		$	(447,541	)	$	(18,962	)	$	—		$	1,172,003
Liabilities
Mortgage loans payable			$	1,120,497			(8,309	)(3)		1,000	(4)	$	1,113,188						(433,463	)(7)							$	680,054
																			329	(7)
Note payable				1,000									1,000						(1,000	)(7)								—
Secured revolving lines of credit				6,532									6,532						(6,532	)(7)
																			5,000	(9)								5,000
Accounts payable, accrued expenses and other liabilities				29,460			(64	)(3)		18,962	(5)		48,358			(2,691	)(6)		(1,594	)(7)		(18,962	)(5)					22,430
																			(2,681	)(10)
Intangible lease liabilities				45,320									45,320															45,320
Total liabilities		—		1,202,809			(8,373	)		19,962			1,214,398			(2,691	)		(439,941	)		(18,962	)		—			752,804
Commitments and contingencies
Equity (deficit):
Common stock and additional paid in capital	$	1		—									1			500,000	(6)								(184,718	)(11)		267,505
																(47,778	)(6)
Owners’ equity				(11,314	)		2,192	(3)		(19,214	)(5)		(28,336	)					(2,252	)(7)					35,936	(11)
																			2,681	(10)								—
																			(8,029	)(7)
Non-controlling interest				583			2,329	(3)					2,912												148,782	(11)		151,694
Total equity (deficit)		1		(10,731	)		4,521			(19,214	)		(25,423	)		452,222			(7,600	)		—			—			419,199
Total liabilities and equity (deficit)	$	1	$	1,192,078		$	(3,852	)	$	748		$	1,188,975		$	449,531		$	(447,541	)	$	(18,962	)	$	—		$	1,172,003

See accompanying notes to condensed consolidated pro forma balance sheet

F-3

DLC Realty Trust, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2010

(In thousands except unit and share amounts)

The adjustments to the pro forma condensed consolidated balance sheet as of March 31, 2010 are as follow:

(1) Reflects the DLC Realty Trust, Inc. historical consolidated balance sheet as of March 31, 2010.

DLC Realty Trust, Inc., a Maryland corporation, or the company, was organized on March 8, 2010. The company has filed a registration statement on Form S-11, or the registration statement, with the Securities and Exchange Commission with respect to a public offering of 31,250,000 shares of its common stock (not including shares included in the underwriters’ over-allotment option). The company will contribute the net proceeds of this offering for interests in DLC Realty, L.P., a Delaware limited partnership, or the operating partnership.

Upon consummation of this offering and the formation transactions, the company, as general partner, will own 63.4% of the operating partnership and will have control over major decisions of the operating partnership, including decisions related to sale or refinancing of our properties. Accordingly, under generally accepted accounting principles in the United States of America, or GAAP, the company will consolidate the assets, liabilities and results of operations of the operating partnership.

Pursuant to irrevocable exchange and subscription agreements among the owners of the predecessor, the company and the operating partnership, which were executed prior to the filing of the initial registration statement, of which this prospectus is a part, certain holders of interests in the predecessor will exchange, through a series of merger and other transactions, their equity interests in the predecessor for 18,713,015 operating partnership units, 2,375,000 shares of common stock and $252 in cash. These exchanges will be made immediately prior to the consummation of this offering.

As of March 31, 2010, Mr. Adam Ifshin, the Chairman, Chief Executive Officer and President of the company, is the owner of 100% of the company and the operating partnership and maintains a controlling interest in each of the entities comprising the predecessor. Upon consummation of this offering, Mr. Ifshin will own 12.1% of the operating partnership (including LTIP units) as a limited partner and 2,375,000 shares of common stock of the company. The exchange of the interests by Mr. Ifshin and the other continuing investors will be accounted for as a reorganization of entities under common control. Accordingly, the assets and liabilities of the predecessor will be transferred at the carrying value of the controlling party (Mr. Adam Ifshin), which is the historical cost basis.

(2) Reflects the DLC Realty Trust, Inc. (Predecessor) historical condensed combined balance sheet as of March 31, 2010.

(3) To remove the amounts related to the ground lease interest in our predecessor historical combined balance sheet not contributed to the operating partnership in the formation transactions.

(4) Reflects the net proceeds and deferred charges associated with an executed modification and extension commitment of the University Place Outparcel mortgage which has a principal balance of $5,500 as of March 31, 2010 and will have a principal balance of $6,500 upon closing.

(5) Reflects (a) the declaration of distributions by the predecessor prior to the consummation of the formation transactions of $18,962 (includes $3,111 of offering costs which were funded by the predecessor which the company is obligated to pay) to continuing investors and (b) a $252 payment to redeem the interests of a limited number of investors of the predecessor. These distributions will be paid shortly following the consummation of this offering from cash balances of the predecessor not subject to reserves or attributable to prepayments of rent, management fees or other expense reimbursements immediately prior to the closing of this offering and cash to be received after the closing of this offering from the release of escrows made by the predecessor held by lenders under indebtedness that is being repaid with the net proceeds from this offering described in Note (7).

F-4

(6) Reflects the sale of shares of common stock in this offering, less estimated costs as follows:

Gross offering proceeds*	$	500,000
Less: offering costs**		(49,054	)
Net offering proceeds*	$	450,946

* Assumes a public offering price of $16.00 per share, which is the mid-point of the range of initial public offering prices set forth on the front cover of this prospectus and 31,250,000 shares of common stock are issued (not including shares included in the underwriters’ over-allotment option).

** Includes $2,691 of unpaid costs accrued by the predecessor through March 31, 2010 of which $1,415 was capitalized and excludes $3,111 of offering costs previously funded by the predecessor which the company is obligated to pay.

(7) Reflects the repayment or defeasance of certain mortgage and other secured loans upon completion of this offering as follows:

Mortgage payable	$	433,463
Note payable		1,000
Accrued interest		1,594
Predecessor secured revolving line of credit		6,532
Prepayment penalties, defeasance costs and exit fees*		8,029
Assumption fees on debt assumed from predecessor**		5,583
Origination fees associated with senior secured revolving credit facility**		3,901
Total cash payments	$	460,102
Non-cash charges***	$	2,252

* Expensed

** Capitalized

*** Includes the elimination of unamortized balance of deferred loan costs upon payment of related mortgage loans payable of $1,923 and the acceleration of $329 of unamortized discount associated with the repayment of the mortgage on Bethesda Walk.

(8) Reflects the release of escrows held by lenders under indebtedness that is being repaid with the net proceeds from this offering described in Note (7).

(9) Reflects borrowings from the senior secured revolving credit facility.

(10) Reflects the elimination of the liabilities associated with certain interest rate swap agreements that will be settled upon completion of this offering and the formation transactions.

(11) To reflect the allocation of pro forma total equity as of March 31, 2010 based on the issuance of (a) 31,250,000 shares of our common stock in this offering, (b) 2,375,000 shares of our common stock to Mr. Adam Ifshin in the formation transactions and recording of the non-controlling interest to reflect the issuance of 18,713,015 operating partnership units to the continuing investors (including Adam Ifshin) which constitutes the equity consideration to be paid to continuing investors (including Mr. Adam Ifshin) in the formation transactions.

F-5

DLC Realty Trust, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2010

(Unaudited and in thousands, except share and per share amounts)

	DLC Realty Trust,  Inc.(1)		Predecessor(2)			Financing Transactions			Ground Lease Interests Not Contributed			Other Pro Forma Adjustments			Company Pro Forma
Revenues:
Rents			$	31,396						(125	)(7)				$	31,271
Expense recoveries				9,359						(36	)(7)					9,323
Percentage rents				308												308
Management and other property related fees				676												676
Other				301												301
Total revenues		—		42,040			—			(161	)		—			41,879
Expenses
Operating, maintenance and management				7,345												7,345
Real estate and other taxes				5,952						(36	)(7)					5,916
General and administrative				4,834						(3	)(7)		600	(8)		5,941
													510	(9)
Incentive fees				319									(319	)(10)		—
Depreciation and amortization				11,894						(22	)(7)					11,872
Total expenses		—		30,344			—			(61	)		791			31,074
Operating income		—		11,696			—			(100	)		(791	)		10,805
Non-operating income (expense)
Interest expense, including amortization of deferred financing costs of $854				(16,100	)		5,911	(3)		139	(7)					(10,876	)
							(50	)(4)
							(776	)(5)
Unrealized gain on derivatives				939			(939	)(6)								—
Interest income				44												44
Total non-operating income (expense)		—		(15,117	)		4,146			139			—			(10,832	)
Net income (loss)		—		(3,421	)		4,146			39			(791	)		(27	)
Less: net (income) loss attributable to non-controlling interests		—		(30	)		—			(19	)(7)		140	(11)		91
Net income (loss) attributable to equity owners	$	—	$	(3,451	)	$	4,146		$	20		$	(651	)	$	64
Pro forma weighted average common shares outstanding – basic and diluted																33,645,310
Pro forma weighted average operating partnership units outstanding – basic and diluted																19,445,284
																53,090,594
Pro forma basic and diluted earnings (loss) per share(12)(13)															$	0.00

F-6

DLC Realty Trust, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2010

(In thousands)

(1) Reflects the DLC Realty Trust, Inc. historical consolidated income statement for the period from inception to March 31, 2010.

(2) Reflects the predecessor historical condensed combined statement of operations for the three months ended March 31, 2010. As discussed in Note (1) to the Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010, the assets of the predecessor acquired in the formation transactions will be recorded at the predecessor’s historical cost. As a result, expenses such as depreciation and amortization to be recognized by the operating partnership are based on the predecessor’s historical cost of the related assets. Further, the company will consolidate the revenues and expenses of the operating partnership.

(3) To remove interest expense and amortization of deferred costs on the mortgage notes and other secured loans repaid from proceeds of this offering.

(4) To record interest of $50 related to borrowings under the senior secured revolving credit facility.

(5) To record $325 of amortization fees on the senior secured revolving credit facility, $280 amortization of capitalized assumption fees paid in connection with this offering and $171 for fees related to the unused portion of the senior secured revolving credit facility.

(6) To eliminate unrealized gains on derivatives recorded by the predecessor that resulted from change in values of certain interest rate hedging instruments that will be settled upon completion of this offering.

(7) To remove the amounts related to the land improvements in the predecessor historical combined statement of operations not contributed to the operating partnership in the formation transactions.

(8) Increased general and administrative costs of $600, comprised of contractual increases in executive salaries of $200 and estimated additional overhead costs relating to salaries, professional fees and technology related and certain other items.

(9) Record share-based compensation expenses related to the grant of 732,269 unvested LTIP units to the company’s executive officers and 20,310 unvested shares of restricted stock to the company’s independent directors upon completion of this offering. The valuation of the restricted common stock was based on the fair value of the common stock, or the $16.00 per share offering price, which represents the mid-point of the range of IPO prices per share in this offering. The fair value of the LTIP units is based on a valuation method that considers the fair value of the common stock and any applicable post-vesting transfer restrictions. The company recognizes the fair value of all share-based awards on a straight-line basis over the requisite service period. The company estimated that there would be no forfeitures of the share-based awards.

(10) Elimination of historical incentive fees paid by the predecessor to certain affiliates which acted as general partners/managing members to the existing entities. As a result of the formation transactions the operating partnership will own 100% of such entities and no further fees shall be paid. No such fees will be paid or permitted following completion of this offering.

(11) Allocate non-controlling interest in net loss of the operating partnership as a result of the issuance of operating partnership units to former owners of the predecessor as consideration in the formation transactions.

F-7

(12) Pro forma basic earnings (loss) per share equals pro forma net loss divided by the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions.

(13) Pro forma diluted earnings (loss) per share equals pro forma net loss divided by the sum of the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions, plus an amount computed using the treasury stock method with respect to such shares of our restricted stock and LTIP units, which do not qualify as participating securities.

F-8

DLC Realty Trust, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2009

(Unaudited and in thousands, except share and per share amounts)

	DLC  Realty Trust, Inc.(1)		Predecessor(2)			Financing Transactions			Ground Leaase Interests Not Contributed			Other Pro Forma Adjustments			Company Pro Forma
Revenues:
Rents			$	123,849						(721	)(8)				$	123,128
Expense recoveries				34,913						(167	)(8)					34,746
Percentage rents				857												857
Management and other property related fees				2,643												2,643
Other				873												873
Total revenues		—		163,135			—			(888	)		—			162,247
Expenses
Operating, maintenance and management				27,072						(8	)(8)					27,064
Real estate and other taxes				22,862						(167	)(8)					22,695
General and administrative				16,720						(11	)(8)		(825	)(9)		17,925
													2,041	(10)
Incentive fees				2,933									(2,933	)(11)		—
Depreciation and amortization				49,136						(89	)(8)					49,047
Total expenses		—		118,723			—			(275	)		(1,717	)		116,731
Operating income		—		44,412			—			(613	)		1,717			45,516
Non-operating income (expense)
Interest expense, including amortization of deferred financing costs of $2,701				(64,616	)		18,466	(3)		567	(8)					(56,912	)
							(8,029	)(4)
							(200	)(5)
							(3,100	)(6)
Unrealized gain on derivatives				2,217			(2,217	)(7)								—
Interest income				182												182
Total non-operating income (expense)		—		(62,217	)		4,920			567			—			(56,730	)
Net income (loss)		—		(17,805	)		4,920			(46	)		1,717			(11,214	)
Less: net (income) loss attributable to non-controlling interests		—		(249	)		—			23	(8)		4,560	(12)		4,334
Net income (loss) attributable to equity owners	$	—	$	(18,054	)	$	4,920		$	(23	)	$	6,277		$	(6,880	)
Pro forma weighted average common shares outstanding — basic and diluted																33,645,310
Pro forma weighted average operating partnership units outstanding — basic and diluted																19,445,284
																53,090,594
Pro forma basic and diluted earnings (loss) per share(13)(14)															$	(0.21	)

See accompanying notes to condensed consolidated pro forma statement of operations

F-9

DLC Realty Trust, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2009

(In thousands)

(1) Reflects the DLC Realty Trust, Inc. historical consolidated income statement for the year ended December 31, 2009.

(2) Reflects the predecessor historical condensed combined statement of operations for the year ended December 31, 2009. As discussed in Note (1) to the Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2009, the assets of the predecessor acquired in the formation transactions will be recorded at the predecessor’s historical cost. As a result, expenses such as depreciation and amortization to be recognized by the operating partnership are based on the predecessor’s historical cost of the related assets. Further, the company will consolidate the revenues and expenses of the operating partnership.

(3) To remove interest expense and amortization of deferred costs on the mortgage notes and other secured loans repaid from proceeds of this offering offset by the acceleration of unamortized discount associated with the repayment of Bethesda Walk and the elimination of unamortized balance of deferred loan costs.

(4) To reflect prepayment penalties, defeasance costs and exit fees associated with the prepayment of certain mortgages upon completion of this offering.

(5) To record interest of $200 related to borrowings under the senior secured revolving credit facility.

(6) To record $1,300 of amortization of fees on the senior secured revolving credit facility, $1,117 of amortization of capitalized assumption fees paid in connection with this offering and $683 for fees related to the unused portion of the senior secured revolving credit facility.

(7) To eliminate unrealized gains on derivatives recorded by the predecessor that resulted from change in values of certain interest rate hedging instruments that will be settled upon completion of this offering.

(8) To remove the amounts related to the land improvements in the predecessor historical combined statement of operations not contributed to the operating partnership in the formation transactions.

(9) Decreased general and administrative costs of $825 as a result of $3,475 non-recurring accounting and legal fees incurred by the predecessor relating to this offering offset by anticipated additional ongoing overhead costs associated with being a public company of $2,650. Additional costs are comprised of contractual increases in executive salaries of $630 and estimated additional costs relating to insurance of $350, directors’ fees of $207, additional payroll of $375, registration fees of $100, legal expenses of $400, information technology expenses of $225 and other costs of $363.

(10) Record share-based compensation expenses related to the grant of 732,269 unvested LTIP units to the company’s executive officers and 20,310 unvested shares of restricted common stock to the company’s independent directors upon completion of this offering. The valuation of the restricted common stock was based on the fair value of the common stock, or the $16.00 per share offering price, which represents the mid-point of the range of IPO prices per share in this offering. The fair value of the LTIP units is based on a valuation method that considers the fair value of the common stock and any applicable post-vesting transfer restrictions. The company recognizes the fair value of all share-based awards on a straight-line basis over the requisite service period. The company estimated that there would be no forfeitures of the share-based awards.

(11) Elimination of historical incentive fees paid by the predecessor to certain affiliates which acted as general partners/managing members to the existing entities. As a result of the formation transactions the operating partnership will own 100% of such entities and no further fees shall be paid. No such fees will be paid or permitted following completion of this offering.

F-10

(12) Allocate non-controlling interest in net loss of the operating partnership as a result of the issuance of operating partnership units to former owners of the predecessor as consideration in the formation transactions.

(13) Pro forma basic earnings (loss) per share equals pro forma net loss divided by the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions.

(14) Pro forma diluted earnings (loss) per share equals pro forma net loss divided by the sum of the number of shares of our common stock and operating partnership units to be outstanding after this offering and the unvested shares of restricted stock and LTIP units, which qualify as participating securities, to be granted upon the closing of this offering and the formation transactions, plus an amount computed using the treasury stock method with respect to such shares of our restricted stock and LTIP units, which do not qualify as participating securities.

F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The stockholder of DLC Realty Trust, Inc.

We have audited the accompanying consolidated balance sheet of DLC Realty Trust, Inc. (the “Company”) as of March 31, 2010. This consolidated balance sheet is the responsibility of the Company’s management. Our responsibility is to express an opinion on this consolidated balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated balance sheet is free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audit of the March 31, 2010 consolidated balance sheet provides a reasonable basis for our opinion.

In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the consolidated financial position of DLC Realty Trust, Inc. at March 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

New York, New York

April 8, 2010

F-12

DLC Realty Trust, Inc.

Consolidated Balance Sheet

As of March 31, 2010

Assets:
Cash	$	1,000
Total assets	$	1,000
Stockholder’s Equity:
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued or outstanding	$	—
Common stock, $.01 par value, 450,000,000 shares authorized, 1,000 shares issued and outstanding		10
Additional paid in capital		990
Total stockholder’s equity	$	1,000

See accompanying notes to consolidated balance sheet.

F-13

DLC Realty Trust, Inc.

Notes to Consolidated Balance Sheet

As of March 31, 2010

NOTE 1. ORGANIZATION

DLC Realty Trust, Inc. (the “Company”) was organized in Maryland on March 8, 2010. Under its Articles of Incorporation, the Company is authorized to issue up to 450,000,000 shares of common stock and 50,000,000 shares of preferred stock. The Company was initially capitalized by issuing 1,000 shares of common stock to Adam Ifshin, Chairman, Chief Executive Officer and President of the Company, for a par value of $0.01 per share. The Company has had no other operations since its formation.

The Company has filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed initial public offering of common stock. The Company will contribute the proceeds of the offering for interests in DLC Realty L.P., a Delaware limited partnership, (the “Operating Partnership”). The Company, as the sole general partner of the Operating Partnership, will have responsibility and discretion in the management and control of the Operating Partnership, and the limited partners of the Operating Partnership, in such capacity, will have no authority to transact business for, or participate in the management activities of the Operating Partnership. Accordingly, the Company will consolidate the Operating Partnership.

The Operating Partnership will acquire, manage, lease, reposition and redevelop grocery and value-retail anchored shopping centers. The Operating Partnership will initially own interests in 86 properties, which will be included in the consolidated financial statements of the Company. Cash contributed to the Operating Partnership by the Company will be used primarily to reduce debt and for general corporate purposes. The Company will be subject to the risks involved with the ownership and operation of commercial real estate. These include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, including creditworthiness of tenants, competition for tenants, changes in tax laws, interest rate levels, the availability of financing, and potential liability under environmental and other laws.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.

Income Taxes

The Company believes that it is organized and will operate in the manner that will allow it to be taxed as a real estate investment trust (“REIT”) in accordance with the Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company will generally be entitled to deduction for dividends paid and therefore will not be subject to federal corporate income tax on its net taxable income that is being distributed to its stockholders. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.

Offering Costs

In connection with this offering, affiliates of the Company have or will incur legal, accounting, and related costs, which will be reimbursed by the Company upon the consummation of this offering. Such costs will be deducted from the proceeds of this offering.

F-14

DLC REALTY TRUST, INC. (PREDECESSOR)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The partners of DLC Realty Trust, Inc. (Predecessor)

We have audited the accompanying combined balance sheets of DLC Realty Trust, Inc. (Predecessor) (the “Predecessor”) as of December 31, 2009 and 2008, and the related combined statements of operations, equity and cash flows, for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedules listed in the Index to Financial Statements at F-1. These financial statements and schedules are the responsibility of the Predecessor’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Predecessor’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Predecessor’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the combined financial statements, the Predecessor retrospectively changed its presentation of non-controlling interests with the adoption of the guidance originally issued in Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (codified in the Financial Accounting Standards Board’s Accounting Standard Codification Topic 810-10, Consolidation) effective January 1, 2009.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of DLC Realty Trust, Inc. (Predecessor) at December 31, 2009 and 2008, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

New York, New York

April 8, 2010

F-15

DLC REALTY TRUST, INC. (PREDECESSOR)

COMBINED BALANCE SHEETS

(In thousands)

	March 31, 2010			December 31,
				2009			2008
	(unaudited)
Assets:
Investments in real estate:
Land		280,888		$	280,888		$	280,888
Buildings and improvements		986,796			984,764			963,445
		1,267,684			1,265,652			1,244,333
Less: accumulated depreciation and amortization		(194,550	)		(184,528	)		(143,777	)
Real estate, net		1,073,134			1,081,124			1,100,556
Cash and cash equivalents		16,111			20,048			21,451
Restricted cash		24,084			23,275			24,399
Rents and other receivables, net of allowance of $2,625, $3,815 and $4,899, respectively		6,017			6,879			7,940
Straight-line rents receivable		15,445			14,770			13,363
Intangible lease assets, net		43,671			45,390			53,881
Deferred costs, net		8,800			9,622			11,653
Other assets		4,816			3,274			2,747
Total Assets	$	1,192,078		$	1,204,382		$	1,235,990
Liabilities and Equity (Deficit):
Liabilities:
Mortgage loans payable	$	1,120,497		$	1,120,978		$	1,104,445
Note payable		1,000			1,000			1,000
Secured revolving lines of credit		6,532			5,417			5,812
Accounts payable, accrued expenses and other liabilities		29,460			31,364			32,976
Intangible lease liabilities, net		45,320			46,371			51,412
Total Liabilities		1,202,809			1,205,130			1,195,645
Commitments and contingencies
Equity (deficit):
Owners’ equity (deficit)		(11,314	)		(1,361	)		39,741
Non-controlling interest		583			613			604
Total Equity (Deficit)		(10,731	)		(748	)		40,345
Total Liabilities and Equity (Deficit)	$	1,192,078		$	1,204,382		$	1,235,990

See accompanying notes to combined financial statements

F-16

DLC REALTY TRUST, INC. (PREDECESSOR)

COMBINED STATEMENTS OF OPERATIONS

(In thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(unaudited)
Revenues:
Rents	$	31,396		$	30,297		$	123,849		$	124,741		$	101,776
Expense recoveries		9,359			10,022			34,913			35,350			28,848
Percentage rents		308			371			857			899			935
Management and other property related fees		676			633			2,643			2,720			2,457
Other		301			275			873			1,068			1,049
Total revenues	$	42,040		$	41,598			163,135			164,778			135,065
Expenses:
Operating, maintenance and management		7,345			8,241			27,072			28,034			20,729
Real estate and other taxes		5,952			5,819			22,862			21,999			17,826
General and administrative		4,834			3,371			16,720			13,817			16,503
Incentive fees		319			656			2,933			3,127			4,263
Depreciation and amortization		11,894			12,299			49,136			51,858			38,889
Total expenses		30,344			30,386			118,723			118,835			98,210
Operating income		11,696			11,212			44,412			45,943			36,855
Non-operating income (expense):
Interest expense, including amortization of deferred financing costs of $854, $651, $2,701, $2,282, and $1,658, respectively		(16,100	)		(16,021	)		(64,616	)		(65,606	)		(56,444	)
Unrealized gain (loss) on derivatives		939			(223	)		2,217			(4,700	)		(510	)
Interest income		44			46			182			461			1,125
Gain on sale of land parcel		—			—			—			6,463			—
Total non-operating expense		(15,117	)		(16,198	)		(62,217	)		(63,382	)		(55,829	)
Loss from continuing operations		(3,421	)		(4,986	)		(17,805	)		(17,439	)		(18,974	)
Income from discontinued operations		—			—			—			—			604
Gain on sale of discontinued operations		—			—			—			—			52,186
Total income from discontinued operations		—			—			—			—			52,790
Net income (loss)		(3,421	)		(4,986	)		(17,805	)		(17,439	)		33,816
Less: Net income attributable to non-controlling interests		(30	)		(62	)		(249	)		(263	)		(240	)
Net income (loss) attributable to equity owners	$	(3,451	)	$	(5,048	)	$	(18,054	)	$	(17,702	)	$	33,576

See accompanying notes to combined financial statements

F-17

DLC REALTY TRUST, INC. (PREDECESSOR)

COMBINED STATEMENTS OF EQUITY (DEFICIT)

(In thousands)

	Owners’ Equity (Deficit)			Non-Controlling Interest			Total Equity (Deficit)
Balance—January 1, 2007	$	70,557		$	2,912		$	73,469
Net income		33,576			240			33,816
Contributions, net of syndication fees		49,340			—			49,340
Redemption of owners’ equity		(2,695	)		—			(2,695	)
Distributions		(63,559	)		(240	)		(63,799	)
Balance—December 31, 2007		87,219			2,912			90,131
Net income (loss)		(17,702	)		263			(17,439	)
Contributions, net of syndication fees		6,590			—			6,590
Conversion of owners’ deficit to non-controlling interest		2,331			(2,331	)		—
Redemption of owners’ equity		(4,500	)		—			(4,500	)
Distributions		(34,197	)		(240	)		(34,437	)
Balance—December 31, 2008		39,741			604			40,345
Net income (loss)		(18,054	)		249			(17,805	)
Contributions, net of syndication fees		567			—			567
Distributions		(23,615	)		(240	)		(23,855	)
Balance—December 31, 2009	$	(1,361	)	$	613		$	(748	)
Net income (loss)		(3,451	)		30			(3,421	)
Distributions		(6,502	)		(60	)		(6,562	)
Balance—March 31, 2010 (unaudited)	$	(11,314	)	$	583		$	(10,731	)

See accompanying notes to combined financial statements

F-18

DLC REALTY TRUST, INC. (PREDECESSOR)

COMBINED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(unaudited)
Cash flows from operating activities:
Net income (loss)	$	(3,421	)	$	(4,986	)	$	(17,805	)	$	(17,439	)	$	33,816
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for bad debt		209			845			3,381			3,241			1,649
Equity-based compensation		—			—			—			—			2,937
Non-cash interest expense		90			89			359			277			273
Gain on sale of discontinued operations		—			—			—			—			(52,186	)
Gain on sale of land parcel		—			—			—			(6,463	)		—
Unrealized (gain) loss on derivatives		(939	)		223			(2,217	)		4,700			510
Straight-line rents receivable		(675	)		(212	)		(1,407	)		(2,082	)		(2,420	)
Depreciation and amortization		10,464			10,670			42,612			43,554			32,737
Amortization of below-market leases		(1,051	)		(1,260	)		(5,041	)		(5,535	)		(4,514	)
Amortization of lease origination costs		694			777			3,115			3,833			2,642
Amortization of above-market lease assets		419			599			2,399			2,548			2,125
Amortization of in-place lease costs		736			852			3,409			4,471			3,510
Amortization of deferred financing costs		854			651			2,701			2,282			1,658
Increases/decreases in operating assets and liabilities:
Rents and other receivables		653			(1,747	)		(2,320	)		(6,075	)		(2,027	)
Other assets		(1,542	)		247			(527	)		(246	)		(607	)
Restricted cash		(809	)		33			188			1,691			1,238
Accounts payable, accrued expenses and other liabilities		(155	)		278			(542	)		332			6,363
Net cash provided by operating activities		5,527			7,059			28,305			29,089			27,704
Cash flows from investing activities:
Expenditures for real estate and improvements		(3,284	)		(5,657	)		(21,346	)		(10,596	)		(17,243	)
Acquisitions of real estate property		—			—			—			(5,036	)		(54,728	)
Construction escrows and other capital reserves		—			1,171			1,171			—			2,906
Payments of lease origination costs		(162	)		(94	)		(425	)		(1,056	)		(824	)
Net proceeds from sale of discontinued operations		—			—			—			—			54,253
Net proceeds from sale of land parcel		—			—			—			10,375			—
Net cash used in investing activities		(3,446	)		(4,580	)		(20,600	)		(6,313	)		(15,636	)
Cash flows from financing activities:
Net advances (repayments) from revolving lines of credit		1,115			(601	)		(395	)		2,468			863
Proceeds from mortgage financings		1,539			4,415			21,678			11,284			20,920
Mortgage loan amortization		(2,110	)		(1,816	)		(6,784	)		(9,594	)		(2,447	)
Net payments of debt financing costs		—			—			(319	)		(466	)		(4,027	)
Capital contributions from owners		—			250			567			6,822			46,500
Syndication costs paid		—			—			—			(232	)		(97	)
Distributions to non-controlling interest holders in properties		(60	)		(60	)		(240	)		(240	)		(240	)
Redemption of owners’ equity		—			—			—			(3,500	)		(2,695	)
Distributions to owners		(6,502	)		(5,824	)		(23,615	)		(34,197	)		(63,559	)
Net cash used in financing activities		(6,018	)		(3,636	)		(9,108	)		(27,655	)		(4,782	)
Net increase (decrease) in cash		(3,937	)		(1,157	)		(1,403	)		(4,879	)		7,286
Cash and cash equivalents at beginning of period		20,048			21,451			21,451			26,330			19,044
Cash and cash equivalents at end of period	$	16,111		$	20,294		$	20,048		$	21,451		$	26,330

See accompanying notes to combined financial statements

F-19

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

DLC Realty Trust, Inc. (Predecessor) (the “Predecessor”) is not a legal entity but rather a combination of (i) DLC Management Corporation (“DLC”), (ii) Delphi Commercial Properties, Inc. (“Delphi”), (iii) the 56 limited liability companies or partnerships (the “Existing Entities”) that currently own, directly or indirectly, and either through a fee interest or ground lease interest, grocery and value-retail anchored shopping centers (the “Properties”), and (iv) First Man Orange Corp., a Connecticut corporation that currently serves as the general partner of Orange Improvements Partnership, a New York general partnership (the “DLC Principal Entity”). The Predecessor acquires, manages, leases, repositions and redevelops grocery and value-retail anchored shopping centers primarily in the Southeast, Northeast, Midwest and Mid-Atlantic regions of the United States. As of December 31, 2009, the Predecessor’s portfolio consisted of 86 shopping centers totaling approximately 13.4 million square feet of gross leasable (“GLA”), located in 24 states.

Concurrent with the consummation of an initial public offering of the common stock of DLC Realty Trust, Inc. (the “Company”), which is expected to be completed in 2010, the Company and a newly formed majority-owned limited partnership, DLC Realty, L.P. (the “Operating Partnership”), together with the partners and members of the Existing Entities and DLC (the “Exchanging Members”), will engage in certain formation transactions (the “Formation Transactions”). The Formation Transactions are designed to (i) continue the operations of the Predecessor, (ii) enable the Predecessor to raise necessary capital to repay indebtedness, (iii) fund costs, capital expenditures and working capital, (iv) provide a vehicle for future acquisitions, (v) enable the Predecessor to comply with the requirements under the federal income tax laws and regulations to be qualified to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and (vi) preserve tax advantages for certain Exchanging Members. The Company will also provide real estate management, construction, development and other advisory services to certain entities affiliated with Adam Ifshin and Stephen Ifshin.

The operations of the Company will be carried on primarily through the Operating Partnership. It is the intent of the Company to elect to be taxed as and qualify as a REIT under Sections 856 through 860 of the Code. The Company will be the sole general partner of the Operating Partnership. Pursuant to irrevocable exchange and subscription agreements (the “Exchange Agreements”), among the owners of the Predecessor, the Operating Partnership and the Company, the Company, the Operating Partnership and/or their respective subsidiaries will become the owner of the Predecessor in exchange for units of limited partnership (“OP units”), in the Operating Partnership or common stock of the Company and/or cash and the assumption of indebtedness and other specified liabilities. The Company will be fully integrated, self-administered and self-managed.

The accompanying combined financial statements of the Predecessor (i) include (a) the accounts and operations of DLC, Delphi, the Existing Entities and the DLC Principal Entity for the periods presented and (b) non-controlling interests held by third-party investors in subsidiaries of two Existing Entities, which interests are not expected to be contributed to the Operating Partnership in connection with the formation transactions (as shown in the chart below) and (ii) exclude certain entities that own investments in real estate affiliated with the management company that are not expected to be contributed to the Operating Partnership in connection with the formation transactions.

Entity	Non-Controlling Interest
80 Boston Post Road, LLC	1	%
Levittown HD, L.P.*	51	%

* The remaining 49% interest in Levittown HD, L.P. is currently owned by one of the Existing Entities and an affiliate of the Predecessor and will also not be included in the formation transactions.

F-20

The entities have been combined on the basis that, for the periods presented, such entities were under common control. Common control exists because each entity noted above was under the control of the one individual during the periods presented. Such individual was the president and sole shareholder of both DLC and Delphi and control of each of the Existing Entities and the DLC Principal Entity was exercised through general partnership or managing member interests or variable interests. All significant intercompany transactions and balances between the combined entities have been eliminated in the accompanying combined financial statements.

Unaudited Interim Combined Financial Information

The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Predecessor’s management believes that the disclosures presented in these financial statements are sufficient such that the information presented is not misleading. In the Predecessor’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the Predecessor’s financial position as of March 31, 2010, results of operations for the three months ended March 31, 2010 and 2009, and cash flows for the three months ended March 31, 2010 and 2009, have been included. The results of operations for such interim periods are not necessarily indicative of what the results will be for the full year.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The accompanying combined financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the combined financial statements, and the reported amounts of revenue and expenses during the periods covered by the combined financial statements. Actual results could differ from these estimates.

Real Estate Investments

Real estate investments are carried at cost less accumulated depreciation. Expenditures for improvements that substantially extend the useful lives of the Properties are capitalized. Expenditures for maintenance, repairs and improvements that do not substantially prolong the normal useful life of an asset are charged to expenses as incurred.

The Predecessor allocates the cost of a real estate acquisition, including the assumption of liabilities, to tangible assets such as land, buildings and improvements and intangible assets and liabilities for in place leases based on their estimated fair values. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. Above-market and below-market in place lease values are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be received and management’s estimate of market lease rates, measured over the non-cancelable terms of the respective leases, plus any extended term for leases with below-market renewal options. Other intangible assets for in-place leases include estimates of carrying costs, such as real estate taxes, insurance, other operating expenses, and lost rental revenue during the hypothetical expected lease-up periods based on the evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions, tenant improvements, legal and other related costs.

Real estate investments include costs of development and redevelopment activities, and construction in progress. Capitalized costs, including interest and other carrying costs during the construction and/or renovation periods, are included in the cost of the related asset and charged to operations through depreciation over the asset’s estimated useful life. A variety of costs are incurred in the acquisition, development and leasing of a

F-21

property, such as pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs, and other costs incurred during the period of development. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Predecessor ceases capitalization on the portions substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. The Predecessor considers a construction project to be substantially completed and held available for occupancy upon the completion of tenant improvements, but not later than one year from cessation of major construction activity.

The provision for depreciation is calculated using the straight-line method based upon the following estimated useful lives of the respective assets:

Buildings and improvements	12 – 45 years
Land improvements	2 – 40 years
Tenant improvements	Over the lives of respective leases

The value of above-market and below-market lease values are amortized to rental income on a straight-line basis over the remaining non-cancelable terms and any below-market renewal periods of the respective leases. The value of other in-place lease intangible assets are amortized to expense on a straight-line basis over the remaining non-cancelable terms and any below-market renewal periods of the respective leases. If a lease were to be terminated prior to its expected expiration, all unamortized amounts relating to that lease would be recognized in operations at that time.

Impairment of Long-Lived Assets

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the future undiscounted cash flows that are expected to result from the real estate investment’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value.

Discontinued Operations

The primary assets and liabilities and the results of operations of the Predecessor’s real property that has been sold or otherwise qualify as held for sale are classified as discontinued operations and segregated in the combined balance sheet and statement of operations for all periods presented. Properties classified as real estate held for sale generally represent Properties that are under contract for sale and are expected to close within the next twelve months. When assets are identified as held for sale, the Predecessor discontinues depreciation and amortization and estimates the sales price, net of selling costs, of such assets. If the net sales price of the assets is less than the net book value of the assets, an impairment charge is recorded. Upon the sale or other disposition of assets, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected as discontinued operations.

Cash and Cash Equivalents

The Predecessor considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

The terms of several of the Predecessor’s mortgage loans payable require the Predecessor to deposit certain replacement and other reserves with its lenders. Such restricted cash is generally available only for property-level requirements for which the reserves have been established and is not available to fund other property-level or Predecessor-level obligations.

F-22

Deferred Lease Costs

Deferred lease costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized to depreciation and amortization expense on a straight-line basis over the related lease term.

Deferred Financing Costs

Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized to interest expense over the terms of the respective agreements on a straight-line basis, which approximates the effective interest rate method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity.

Rental Revenue

Management has determined that all of the Predecessor’s leases with its various tenants are operating leases. Rental income with scheduled rent increases is recognized using the straight-line method over the respective terms of the leases commencing when the tenant takes possession of the premises. The aggregate excess of rental revenue recognized on a straight-line basis over base rents under applicable lease provisions is included in straight-line rents receivable on the combined balance sheets. Leases also generally contain provisions under which the tenants reimburse the Predecessor for a portion of property operating expenses and real estate taxes incurred; such income is recognized in the periods earned. The reimbursements are recognized and presented gross, as the Predecessor is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. In addition, certain operating leases contain contingent rent provisions under which tenants are required to pay, as additional rent, a percentage of their sales in excess of a specified amount. The Predecessor defers recognition of contingent rental income until those specified sales targets are met and notification is received from the tenant.

The Predecessor has been engaged under agreements with third parties to provide management and leasing services for retail shopping centers. The fees are generally calculated as a percentage of revenues earned by the Properties managed, and are recognized as revenue by the Company in the period when all of the following has occurred: (i) services have been rendered; (ii) fees can be reasonably determined; and (iii) collectability is reasonably assured.

Allowance for Doubtful Accounts

The Predecessor must make estimates as to the collectability of its accounts receivable related to base rent, straight-line rent, percentage rent, expense reimbursements and other revenues. When management analyzes accounts receivable and evaluates the adequacy of the allowance for doubtful accounts, it considers such things as historical bad debts, tenant creditworthiness, current economic trends and changes in tenants’ payment patterns.

Income Taxes

During the periods presented, the entities included in the combined financial statements are treated as partnerships, limited liability companies or S corporations for federal and state income tax purposes and, accordingly, are not subjected to a company-level tax. The Predecessor’s taxable income or loss is allocated to its owners. Therefore, no provision or liability for federal or state income taxes has been included in the accompanying combined financial statements.

Derivative Financial Instruments

The Predecessor utilizes derivative financial instruments, principally interest rate swaps and caps, to manage its exposure to fluctuations in interest rates. The Predecessor has established policies and procedures for risk

F-23

assessment, and the approval, reporting and monitoring of derivative financial instrument activities. The Predecessor has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Predecessor has a policy of entering into derivative contracts only with major financial institutions.

The Predecessor has not designated any of the derivative instruments as hedging instruments. The estimated fair value of the derivative instruments is recorded on the balance sheet. The gain or loss, resulting from the change in the estimated fair value of the derivative instruments, is recognized in operations during the period of change.

Fair Value Measurements

Beginning January 1, 2008, the Predecessor adopted the updated guidance for measuring fair value for assets and liabilities that are recognized or disclosed at fair value in financial statements on a recurring basis. The updated guidance was effective for all other nonfinancial assets and liabilities on January 1, 2009. These standards did not materially affect how the Predecessor determines fair value, but resulted in certain additional disclosures.

The Predecessor uses the following hierarchy for measuring fair value:

Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. The classifications are based on the lowest level of input that is significant to the fair value measurement.

Underwriting Commissions and Offering Costs

Underwriting commissions and costs that have been or will be incurred in connection with this offering and future common stock offerings will generally be reflected as a reduction of additional paid in capital.

Organization Costs

Costs incurred to organize the Company are expensed as incurred.

Recently Adopted Accounting Pronouncements

On January 1, 2009, the Predecessor adopted the updated accounting guidance related to business combinations, which (i) establishes the acquisition-date fair value as the measurement objective for all assets acquired, liabilities assumed, and any contingent consideration, (ii) requires expensing of most transaction costs that were previously capitalized, and (iii) requires the acquirer to disclose the information needed to evaluate and understand the nature and financial effect of the business combination to investors and other users. The adoption of this guidance will only impact the accounting for acquisitions the Predecessor completes after January 1, 2009.

The Predecessor adopted the new authoritative guidance which establishes accounting and reporting standards for non-controlling interests, previously called minority interests. This new guidance requires that a non-controlling interest be reported in the Predecessor’s combined balance sheets within equity and separate

F-24

from the parent company’s equity. Also, the new guidance requires combined net income to be reported at amounts inclusive of both the parent’s and non-controlling interest’s shares and, separately, the amounts of combined net income attributable to the parent and non-controlling interest, all on the face of the combined statement of operations. The combined financial statements reflect the retrospective application of this accounting standard adopted by the Predecessor effective January 1, 2009.

On January 1, 2009, the Predecessor adopted the updated accounting guidance related to disclosures about derivative instruments and hedging activities, which is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Among other requirements, entities are required to provide enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) the accounting treatment for derivative instruments and related hedged items, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Other than the enhanced disclosure requirements, the adoption of this guidance did not have a material effect on the Predecessor’s combined financial statements.

On April 1, 2009, the Predecessor adopted additional updated accounting guidance relating to fair value measurements and disclosures, which clarifies the guidance for fair value measurements when the volume and level of activity for the asset or liability have significantly decreased, and includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of this guidance did not have a material effect on the Predecessor’s combined financial statements.

On April 1, 2009, the Predecessor adopted the updated accounting guidance related to subsequent events, which establishes principles and requirements for evaluating, recognizing and disclosing subsequent events. The updated guidance was applied prospectively and did not have an impact on the Predecessor’s combined financial statements and the required disclosures are included in Note 15.

In July 2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (the “Codification”), which establishes the exclusive authoritative reference for GAAP for use in financial statements. The Codification supersedes all existing non-SEC accounting and reporting standards, although SEC rules and interpretive releases remain as additional authoritative GAAP for U.S. registrants. The Codification does not change GAAP, but is intended to simplify user access by providing all the authoritative literature related to a particular topic in one place. The Codification, which became effective for financial statements issued after September 15, 2009, is reflected in these combined financial statements.

In June 2009, the FASB amended the guidance for determining whether an entity is a variable interest entity, or VIE, and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE. Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. This guidance is effective for the first annual reporting period that begins after November 15, 2009, with early adoption prohibited. The adoption of this guidance, effective January 1, 2010, did not have a material effect on the Predecessor’s unaudited interim combined financial statements.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued additional disclosure requirements for fair value measurements. The guidance requires previous fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities. In addition, the guidance clarifies the requirement to disclose information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. These additional requirements became effective January 1, 2010 for quarterly and annual reporting. These amendments were adopted effective January 1, 2010 and did not have an impact on the combined financial statements as this guidance relates only to additional disclosures. See Note 7 for disclosures.

F-25

NOTE 3. INVESTMENTS IN REAL ESTATE

The following is a summary of the Predecessor’s investments in real estate:

	March 31,			December 31,
	2010			2009			2008
	(unaudited)
Cost
Balance, beginning of year	$	1,265,652		$	1,244,333		$	1,212,864
Properties acquired		—			—			13,661
Improvements and betterments		2,474			23,180			20,299
Write off of fully depreciated assets		(442	)		(1,861	)		(2,491	)
Balance, end of year	$	1,267,684		$	1,265,652		$	1,244,333
Accumulated depreciation and amortization
Balance, beginning of year	$	184,528		$	143,777		$	102,714
Depreciation and amortization expense		10,464			42,612			43,554
Write-off of fully depreciated assets		(442	)		(1,861	)		(2,491	)
Balance, end of year		194,550		$	184,528		$	143,777
Net book value	$	1,073,134		$	1,081,124		$	1,100,556

At March 31, 2010 (unaudited) and December 31, 2009, all real estate is in service. Real estate net book value at December 31, 2008 includes projects under redevelopment of $23,757. Depreciation expense amounted to $10,464 and $10,670 for the three months ended March 31, 2010 (unaudited) and 2009 (unaudited), respectively. Depreciation expense amounted to $42,612, $43,554 and $32,737 for the years ended December 31, 2009, 2008 and 2007, respectively.

Substantially all of the Predecessor’s real estate was pledged as collateral for mortgage loans payable as of December 31, 2009 and 2008. In addition, as of December 31, 2009, $10,875 of the mortgage loans payable were personally guaranteed by individuals affiliated with DLC.

On January 8, 2008, the Predecessor sold a 16.95 acre tract of land located in Levittown, Pennsylvania for $8,750 and was reimbursed $2,000 for site improvements that the Predecessor made to the land. The Predecessor realized a net gain on the transaction of $6,463.

During 2008, the Predecessor acquired the Skytop Pavilion property, a 133,631 square foot grocery store anchored shopping center in Cincinnati, Ohio at an acquisition cost of $18,381. The allocation of the acquisition cost for Skytop Pavilion was as follows:

Land	$	3,240
Building and improvements		10,421
Intangible lease assets		3,755
Assumed debt discount		965
Total	$	18,381

The weighted average useful life of the intangible assets and liabilities related to in place leases is 9.3 years.

F-26

During 2007, the Predecessor acquired 28 properties. The 2007 property acquisitions are summarized as follows:

Property	Location	Gross Leasable Area (GLA)	Acquisition Cost
Portfolio purchased during October and November:
Bethesda Walk	Lawrenceville, GA	68,271	$	8,683
Brookwood Village	Atlanta, GA	28,774		8,433
Cobb Center	Smyrna, GA	69,546		6,864
Greystone Village	Raleigh, NC	85,665		12,611
Highland Square	Jacksonville, FL	262,192		42,329
North Pointe	Columbia, SC	64,255		7,061
Peachtree Parkway Plaza	Norcross, GA	95,509		12,368
Poplar Springs	Duncan, SC	64,038		6,479
Portfolio purchased on December 7:
Armstrong Plaza	Fountain Inn, SC	57,838		6,149
Broad River Center	Columbia, SC	48,650		5,299
Butler Square	Mauldin, SC	82,400		9,488
Crossroads South	Jonesboro, GA	211,178		17,246
Cypress Point	Virginia Beach, VA	117,907		10,852
Fulton Crossing	Corinth, MS	179,905		9,422
Gulfdale Plaza	Mobile, AL	94,712		3,976
Marketplace at Ocala	Ocala, FL	74,692		7,245
Marketplace at Palm Bay	Palm Bay, FL	149,752		12,869
Ridgewood Farm	Roanoke, VA	72,973		7,385
Shields Plaza	Huntsville, AL	79,240		3,521
South Square Marketplace	Charlotte, NC	72,219		6,412
Southwest Plaza	Roanoke, VA	84,184		10,198
Swift Creek Plaza	Garner, NC	56,890		6,245
The Village Courts	Lynchburg, VA	77,576		7,743
West Broad Commons	Richmond, VA	103,308		14,636
Other:
Highland/Ultra	Highland, IN	273,715		12,170
Bath Shopping Center	Bath, ME	158,571		21,953
Key Road Plaza	Keene, NH	83,634		15,508
Riverside Plaza	Keene, NH	217,936		26,247
	Total	3,035,530	$	319,392

The allocation of the aggregate acquisition costs for the acquisitions in 2007 was as follows:

Land	$	71,731
Building and improvements		245,926
Intangible lease assets		20,920
Assumed debt discount		553
Intangible lease liabilities		(19,738	)
Total	$	319,392

The weighted average useful life of the intangible assets and liabilities related to in place leases is 12.2 years and 18.7 years, respectively.

F-27

The combined statements of operations include the results of operations from the effective date of each property’s respective acquisition through December 31, 2009. The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Predecessor for the year ended December 31, 2007 as if the eight properties acquired during October and November of 2007 and the 16 properties acquired on December 7, 2007 were completed as of January 1, 2007. Pro forma information was not provided for the other six acquisitions completed during the year ended December 31, 2007 as they were not material to the Predecessor’s operating results. This unaudited pro forma information does not purport to represent what the actual results of operations of the Predecessor would have been had all the above occurred as of January 1, 2007, nor does it purport to represent the results of operations for future periods.

	Year Ended December 31, 2007
Revenues	$	160,798
Net income	$	23,528

NOTE 4. INTANGIBLE LEASE ASSETS AND LIABILITIES

The following summarizes the Predecessor’s lease intangible assets and liabilities:

	December 31,
	2009		2008
Above-market leases	$	15,690	$	17,245
Accumulated amortization		6,653		5,809
Above-market leases, net		9,037		11,436
In-place leases		32,557		34,558
Accumulated amortization		11,438		10,030
In-place leases, net		21,119		24,528
Other intangible lease assets		24,279		25,830
Accumulated amortization		9,045		7,913
Other intangible lease assets, net		15,234		17,917
Net intangible lease assets	$	45,390	$	53,881
Below-market leases	$	63,637	$	65,153
Accumulated amortization		17,928		14,426
Below-market leases, net	$	45,709	$	50,727
Above-market ground lease		762		762
Accumulated amortization		100		77
Above-market ground lease, net		662		685
Net intangible lease liabilities	$	46,371	$	51,412

As a result of recording certain intangible lease assets and liabilities, (i) revenues were increased by $2,620, $2,965 and $2,367 for the years ended December 31, 2009, 2008 and 2007, respectively, relating to the amortization of above-market and below-market leases and (ii) depreciation and amortization expense was increased by $6,092, $7,894 and $5,924 for the years ended December 31, 2009, 2008 and 2007, respectively, relating to the amortization of in-place lease and other intangible assets.

F-28

The unamortized balance of above-market lease assets and below-market lease liabilities at December 31, 2009 will be amortized as a net increase to rental revenue through 2047 as follows:

2010	$	2,501
2011		2,017
2012		1,995
2013		1,791
2014		1,871
Thereafter		26,497
	$	36,672

The unamortized balance of in-place lease and other intangible assets at December 31, 2009 will be charged to depreciation and amortization expense through 2030 as follows:

2010	$	5,101
2011		4,352
2012		3,773
2013		3,088
2014		2,928
Thereafter		17,111
	$	36,353

The unamortized balance of the above-market ground lease at December 31, 2009 will be amortized and reduce operating, maintenance and management expense through 2039 as follows:

2010	$	23
2011		23
2012		23
2013		23
2014		23
Thereafter		547
	$	662

NOTE 5. DEFERRED COSTS, NET

Deferred costs, net is comprised of the following:

	December 31,
	2009		2008
Lease costs	$	2,337	$	2,340
Financing costs		7,285		9,313
	$	9,622	$	11,653

Lease costs are net of accumulated amortization of $1,103 and $735 at December 31, 2009 and 2008 respectively. Financing costs are net of accumulated amortization of $6,860 and $5,370 at December 31, 2009 and 2008, respectively.

F-29

The unamortized balance of deferred costs at December 31, 2009 will be charged to future operations on an annual basis (lease costs to depreciation and amortization expense through 2030 and financing costs to interest expense through 2033):

	Lease Costs		Financing Costs
2010	$	462	$	2,645
2011		410		1,031
2012		340		894
2013		290		732
2014		271		646
Thereafter		564		1,337
	$	2,337	$	7,285

NOTE 6. MORTGAGE LOANS PAYABLE AND SECURED REVOLVING LINES OF CREDIT

Secured debt is comprised of the following:

	March 31, 2010 (Unaudited)
	Balance Outstanding		Interest Rates
			Weighted Average		Range
Fixed-rate mortgages	$	844,313	5.9	%	4.6% – 12.8%
Variable-rate mortgages		276,184	2.0	%	1.7% – 4.5%
Total property specific mortgages		1,120,497	4.9	%
Revolving lines of credit		6,532	3.3	%	3.3%
	$	1,127,029	4.9	%

	December 31, 2009
	Balance Outstanding		Interest Rates
			Weighted Average		Range
Fixed-rate mortgages	$	846,246	5.9	%	4.6% – 12.8%
Variable-rate mortgages		274,732	2.3	%	1.8% – 4.5%
Total property specific mortgages		1,120,978	5.0	%
Revolving lines of credit		5,417	3.3	%	3.3%
	$	1,126,395	5.0	%

	December 31, 2008
	Balance Outstanding		Interest Rates
			Weighted Average		Range
Fixed-rate mortgages	$	849,736	5.5	%	4.6% – 12.8%
Variable-rate mortgages		254,709	3.0	%	1.9% – 5.0%
Total property specific mortgages		1,104,445	5.2	%
Revolving lines of credit		5,812	3.3	%	3.3%
	$	1,110,257	5.2	%

F-30

Mortgage loan activity for the three months ended March 31, 2010 (unaudited) and the years ended December 31, 2009 and 2008 is summarized as follows:

	March 31,			December 31,
	2010			2009			2008
	(unaudited)
Balance, beginning of year	$	1,120,978		$	1,104,445		$	1,082,714
New mortgage borrowings		1,539			22,958			18,668
Acquisition debt assumed(1)		—			—			12,380
Amortization of assumed debt discounts		90			359			277
Repayments		(2,110	)		(6,784	)		(9,594	)
Balance, end of year	$	1,120,497		$	1,120,978		$	1,104,445

(1) Includes a net of $(965) of purchase accounting allocations for 2008.

During the three months ended March 31, 2010 (unaudited), in connection with the financing of tenant and building improvements, the Predecessor borrowed $1,539 in a variable-rate mortgage loan bearing interest at LIBOR plus a spread of 195 basis points.

Substantially all of the Predecessor’s real estate was pledged as collateral for mortgage loans payable as of March 31, 2010 (unaudited) and December 31, 2009. In addition, as of March 31, 2010 (unaudited) and December 31, 2009, $10,875 of the mortgage loans payable were personally guaranteed by individuals affiliated with DLC.

During 2009, in connection with its refinancing of mortgage loans payable, the Predecessor (i) borrowed $2,600 of additional proceeds for two new fixed-rate mortgage loans, bearing interest at 6.00% and 6.625% per annum and (ii) borrowed $20,358 in variable-rate mortgage loans bearing interest at LIBOR plus spreads of 145 basis points, 175 basis points and 195 basis points. These principal amounts and rates of interest represent the fair values at the date of refinancing.

During 2008, in connection with its property acquisitions and refinancing of mortgage loans payable, the Predecessor (i) borrowed an additional $6,325 for a new fixed-rate mortgage loan, bearing interest at 6.00% per annum, (ii) borrowed $12,343 in variable-rate mortgage loans bearing interest at LIBOR plus spreads of 145 basis points, 175 basis points and 195 basis points, and (iii) assumed a mortgage loan with a fair value of $12,380 which has an effective yield of 7.94% per annum. These principal amount and rates of interest represent the fair values at the dates of acquisition or refinancing. The amount of the debt assumed was $13,345 at the date of acquisition and the debt has a stated contract interest rate of 4.94% per annum.

Scheduled principal payments on mortgage loans payable at December 31, 2009, due on various dates from 2010 to 2033, are as follows:

2010	$	173,505
2011		213,861
2012		50,380
2013		66,892
2014		156,229
Thereafter		462,068
Total principal maturities		1,122,935
Net unamortized debt discount		1,957
Total mortgage loans payable	$	1,120,978

F-31

Secured Revolving Lines of Credit

The Predecessor has an unrestricted line of credit for $2,500 and a restricted line of credit for $7,500 (collectively the “LOC”). Borrowings bear interest at the lender’s prime rate (3.25% as of March 31, 2010 (unaudited) and December 31, 2009). The LOC is guaranteed by individuals affiliated with DLC and substantially all of the assets of DLC and Delphi were pledged as collateral for the LOC. The LOC terminates on November 30, 2010. The restricted line of credit requires that the proceeds under that line of credit to be used only to finance project development costs, equity investments, deposits to secure pending real estate transactions, interest rate lock fees and other related due diligence expenses.

At March 31, 2010 (unaudited), the Predecessor had $175,601 of mortgage loans payable subject to interest rate swaps and caps with notional amounts on such mortgage loans payable of $254,424 which converted LIBOR-based variable rates to fixed annual rates ranging from 2.98% to 6.00% per annum. At March 31, 2010 (unaudited), the Predecessor had accrued liabilities (included in accounts payable, accrued expenses and other liabilities) on the combined balance sheet of $2,681 relating to the fair value of interest rate swaps and caps. Charges and/or credits relating to the changes in fair values of such interest rate swaps are charged to operations, which amounted to $(939) and $223 for the three months ended March 31, 2010 and 2009 (unaudited), respectively. Amounts capitalized to real estate were $(29) for the three months ended March 31, 2009 (unaudited). There was no comparable amount capitalized for the three months ended March 31, 2010 (unaudited).

At December 31, 2009, the Predecessor had $269,233 of mortgage loans payable subject to interest rate swaps and caps with notional amounts on such mortgage loans payable of $305,208 which converted LIBOR-based variable rates to fixed annual rates ranging from 2.7% to 6.00% per annum. At that date, the Predecessor had accrued liabilities (included in accounts payable, accrued expenses and other liabilities) on the combined balance sheet of $3,620 relating to the fair value of interest rate swaps and caps. Charges and/or credits relating to the changes in fair values of such interest rate swaps are charged to operations, which amounted to $(2,217), $4,700 and $510 for the years ended December 31, 2009, 2008 and 2007, respectively. Amounts capitalized to real estate were $(32) and $659 for 2009 and 2008, respectively. No interest costs were capitalized in 2007.

NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, other assets, accounts payable, accrued expenses and other liabilities approximate fair value due to the short-term nature of these instruments. The valuation of the liability for the Predecessor’s interest rate swaps ($3,620 as of December 31, 2009), was determined to be a Level 2 within the valuation hierarchy, and was based on independent values provided by financial institutions. The fair values of interest rate swaps and caps are determined using an income approach, including discounted cash flow analysis on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps and caps, including the notional amount and period to maturity, and uses observable market-based inputs, including interest rate yield curves (“significant other observable inputs”) and discount rates commensurate with the duration of the instrument. The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default.

The fair value of the Predecessor’s fixed-rate mortgage loans was estimated using “significant other observable inputs” such as available market information and discounted cash flows analyses based on borrowing rates that the Predecessor believes it could obtain with similar terms and maturities. As of March 31, 2010 (unaudited), December 31, 2009 and 2008, the aggregate fair values of the Predecessor’s fixed-rate mortgage loans were $830,223, $812,016 and $759,084, respectively; the carrying values of such loans were $844,313, $846,246 and $849,736, respectively, at those dates. The carrying value of variable-rate loans approximates the fair value of such instruments.

F-32

NOTE 8. TRANSACTIONS WITH AFFILIATES

The Predecessor receives management fees, legal reimbursements and leasing commissions from entities affiliated with the Predecessor. For the years December 31, 2009, 2008 and 2007, the Predecessor received $673, $806, and $688, respectively, of income from providing these services. In addition, the Predecessor paid fees for services provided with respect to new equity contributions to an entity affiliated with the Company via common control. For the years ended December 31, 2009, 2008 and 2007 the Predecessor paid $0, $232 and $197, respectively, for these services.

As of December 31, 2009 and 2008, the Predecessor was owed $79 and $348, respectively, from entities affiliated with the Predecessor. In addition, the Predecessor owed $44 and $1 to owners at December 31, 2009 and 2008, respectively. These advances are payable on demand and are non-interest bearing.

In December 2007, the Predecessor redeemed an owner’s interest in one of their partnership entities. In connection with the redemption, the Predecessor paid the redeeming owner $3,500 and issued them a $1,000 promissory note. The note bears interest at 6.875% per annum and is due based upon the occurrence of certain events as further described in the redemption agreement.

NOTE 9. RENTAL INCOME

Annual future base rents due to be received under non-cancelable operating leases in effect at December 31, 2009 are as follows:

2010	$	114,254
2011		102,045
2012		87,665
2013		73,925
2014		61,298
Thereafter		232,604
	$	671,791

Total future base rents do not include expense recoveries for real estate taxes and operating costs, or percentage rents based upon tenants’ sales volumes. Such other rentals amounted to approximately $35,770, $36,249 and $29,783 for the years ended December 31, 2009, 2008 and 2007, respectively. In addition, such amounts do not include amortization of above- and below-market lease intangibles.

NOTE 10. DISCONTINUED OPERATIONS

On February 9, 2007, the Predecessor sold its 327,000 square foot Spring Valley Marketplace property, located in Spring Valley, New York for a sales price of $58,500. The Predecessor realized a net gain on the transaction of $28,848. On February 15, 2007, the Predecessor sold its 123,000 square foot Takoma/Langley Crossroads Center property, located in Takoma, Maryland, for a sales price of $35,500. The Predecessor realized a net gain on the transaction of $21,243. On April 26, 2007, the Predecessor sold its 159,000 square foot Luria Plaza property located in Vero Beach, Florida, for a sales price of $11,500. The Predecessor realized a net gain on the transaction of $2,095.

F-33

The results of operations for each of the properties have been classified as discontinued operations for all periods presented through the date of sale in the combined statements of operations. The following is a summary of the components of income from discontinued operations for the year ended December 31, 2007:

Revenues:
Rents	$	1,242
Expense recoveries		566
Other income		112
Total revenues		1,920
Expenses:
Operating, maintenance and management		301
Real estate and other taxes		239
General and administrative		102
Depreciation and amortization		213
Interest expense, including amortization of deferred financing costs		461
Total expenses		1,316
Income from discontinued operations	$	604
Gain on sale of discontinued operations	$	52,186

NOTE 11. COMMITMENTS AND CONTINGENCIES

Concentration of Credit Risk

Financial instruments that potentially subject the Predecessor to concentrations of credit risk consist primarily of cash and restricted cash in excess of insured amounts and tenant receivables. The Predecessor places its cash and restricted cash with high quality financial institutions. Management performs ongoing credit evaluations of its tenants and requires certain tenants to provide security deposits. Although these security deposits are insufficient to meet the terminal value of a tenant’s lease obligations, they are a measure of good faith and a partial source to offset the economic costs associated with lost rents and other charges, and the costs associated with releasing the space.

The Properties in the Predecessor’s real estate portfolio are located in 24 states, primarily in the Southeast, Northeast, Midwest and Mid-Atlantic regions of the United States. The tenants located in these Properties operate in various industries. No single tenant accounted for more than 5% of annual combined revenues during the three years ended December 31, 2009.

Legal

The Predecessor is a party to certain legal actions arising in the normal course of business. Management does not expect there to be adverse consequences from these actions that would be material to the Predecessor’s combined financial statements.

Environmental

Under various federal, state, and local laws, ordinances, and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances, or petroleum product releases, at its properties. The owner may be liable to governmental entities or to third parties for property damage, and for investigation and cleanup costs incurred by such parties in connection with any contamination. The Company has recorded an environmental liability at acquisition for nine properties that have entered into state environmental remediation programs. The total liability, included in accounts payable, accrued expenses and other liabilities,

F-34

was $875, $892 and $994 at March 31, 2010 (unaudited) and December 31, 2009 and 2008, respectively. The liability represents an estimate of undiscounted environmental remediation costs that were probable and reasonably estimable at acquisition.

The Predecessor believes that its Properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. Management is unaware of any other environmental matters that would have a material impact on the Predecessor’s combined financial statements.

Leases

The Predecessor has operating lease commitments for offices located in Tarrytown, NY, Chicago, IL and Atlanta, GA that are occupied under leases that expire through 2017. In addition, certain of the Predecessor’s Properties are subject to ground leases that provide for annual payments subject, in certain cases, to cost of living adjustments or additional rent based on a percentage of the Predecessor’s sales in excess of a specified amount.

Rent expense related to the office leases was $683, $615 and $454 for the years ended December 31, 2009, 2008 and 2007, respectively, and is included in general and administrative expense.

Rent expense related to ground leases, net of amortization of above-market ground lease of $23 per year, was $981, $980 and $922 for the years ended December 31, 2009, 2008 and 2007, respectively, and is included in operating, maintenance and management expense.

Minimum lease payments under non-cancellable leases in effect at December 31, 2009 are as follows:

	Office Leases		Ground Leases
2010	$	645	$	883
2011		649		885
2012		605		887
2013		615		889
2014		548		891
Thereafter		1,400		24,581
	$	4,462	$	29,016

NOTE 12. COMPENSATION AND BENEFITS

Incentive Fees

The Predecessor makes quarterly compensation distributions to certain members of the executive management team based on the operating performance of each property. The distributions are based on a pre- determined formula but are subject to discretionary adjustments based on available cash and future liquidity needs. The distributions are recorded to operations in the period earned and are reported as Incentive Fees. The amounts recorded were $2,933, $3,127 and $4,263 for the years ended December 31, 2009, 2008 and 2007, respectively.

401(k) Retirement Plan

The Predecessor has a 401(k) and profit sharing retirement plan (the “Plan”) which permits all eligible employees to defer a portion of their compensation under the Code. Pursuant to the provisions of the Plan, the Predecessor may make discretionary matching contributions on behalf of eligible employees. The Predecessor made matching contributions to the Plan of $101, $99 and $33 for the years ended December 31, 2009, 2008 and 2007, respectively.

F-35

NOTE 13. SUPPLEMENTAL COMBINED STATEMENT OF CASH FLOW INFORMATION

	Three Months Ended March 31,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(unaudited)
Supplemental disclosure of cash activities:
Interest paid (including capitalized interest of $205 and $739 for 2009 and 2008, respectively	$	15,227		$	15,431		$	62,036		$	63,021		$	52,922
Supplemental disclosure of non-cash activities:
Assumption of mortgage loans payable		—			—			—			(13,345	)		(16,452	)
Purchase accounting allocations:					—
Lease origination costs		—			—			—			1,250			18,741
Above-market lease assets		—			—			—			2,505			2,208
Below-market lease liabilities		—			—			—			—			(19,836	)
Net valuation decreases (increases) in assumed mortgage loans payable(1)		—			—			—			965			553
Other non-cash investing and financing activities:
Acquisition of real estate financed by mortgage loans payable		—			—			794			5,828			248,212
Deferred financing costs financed by mortgage loans payable		—			—			251			385			1,769
Redemption of owners’ equity financed by note payable		—			—			—			1,000			—
Restricted cash financed by mortgage loans payable		—			—			235			1,171			(2,906	)
Accrued real estate improvements		(810	)		(1,133	)		1,072			3,345			393
Accrued lease origination costs		(1	)		—			236			552			263
Capitalized unrealized (gain) loss on valuation of derivatives		—			(29	)		(32	)		659			—

(1) The net valuation decreases (increases) in assumed mortgage loans payable result from adjusting the contract rates of interest in 2008 and 2007 of 4.6% and 4.9%, respectively, to market rates of interest 7.94% and 7.12%, respectively.

NOTE 14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected unaudited quarterly data for the last two years is presented in the tables below:

	Quarter Ended
Year	March 31			June 30			September 30			December 31
2009
Revenues	$	41,598		$	40,381		$	40,540		$	40,616
Net loss	$	(4,986	)	$	(4,233	)	$	(4,585	)	$	(4,001	)
2008
Revenues	$	40,974		$	40,974		$	41,391		$	41,439
Net loss	$	(422	)	$	(516	)	$	(5,525	)	$	(10,976	)

F-36

NOTE 15. SUBSEQUENT EVENTS

In determining subsequent events, management reviewed all activity from January 1, 2010 through April 12, 2010, the date the initial financial statements were issued, and determined that there have not been any events that have occurred that would require adjustments to or disclosure in the combined financial statement.

Subsequent Events

(Unaudited)

For the three month period ended March 31, 2010 (unaudited), management reviewed all activity from April 13, 2010 through July 30, 2010, the date the revised financial statements were issued.

In July 2010, the Company entered into an agreement with affiliates of certain of the underwriters of this offering to provide the Company with a three-year, $200.0 million senior secured revolving credit facility. The agreement will become effective upon the pricing of this offering and the Company intends to close the facility concurrently with the closing of the offering. The facility will be used to fund acquisitions, general corporate matters and working capital.

F-37

DLC REALTY TRUST, INC

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Description	Balance  at Beginning of Year		Additions Charged Against Operations		Uncollectible Accounts Written-off			Balance at End of Year
Year Ended December 31, 2009:
Allowance for doubtful accounts	$	4,899	$	3,381	$	(4,465	)	$	3,815
Year Ended December 31, 2008:
Allowance for doubtful accounts	$	2,286	$	3,241	$	(628	)	$	4,899
Year Ended December 31, 2007:
Allowance for doubtful accounts	$	1,349	$	1,649	$	(712	)	$	2,286

F-38

DLC REALTY TRUST, INC.

Schedule III

Real Estate and Accumulated Depreciation

Year Ended December 31, 2009

(In thousands, except for GLA)

	State	Year Acquired	Percent Owned		Year Built/ Year Last Renovated	Gross Leasable Area	Initial Cost to Company				Subsequent Cost Capitalized		Gross Amount at which Carried at December 31, 2009						Accumulated Depreciation			Amount of Encumbrance
Property							Land		Building and Improvements				Land		Building and Improvements		Total
Southeast
Akers Center	NC	2006	100	%	1953/2004	235,324	$	3,147	$	13,711	$	275	$	3,147	$	13,986	$	17,133	$	(2,745	)	$	15,400
Amelia Plaza	FL	2006	100	%	1978/2000	91,627		2,336		2,592		112		2,336		2,704		5,041		(504	)		4,370
Armstrong Plaza	SC	2007	100	%	1996/1999	57,838		1,116		4,675		—		1,116		4,675		5,791		(599	)		5,138
Bethesda Walk	GA	2007	100	%	2003	68,271		2,529		5,292		—		2,529		5,292		7,821		(487	)		5,866
Broad River Center	SC	2007	100	%	1996/2000	48,650		686		4,018		—		686		4,018		4,704		(422	)		4,173
Brookwood Village	GA	2007	100	%	1924	28,774		5,417		2,706		26		5,417		2,732		8,149		(295	)		7,006
Butler Square	SC	2007	100	%	1987/2000	82,400		1,177		8,725		—		1,177		8,725		9,902		(970	)		8,785
Cedars Square	TN	2002	100	%	1995	280,266		3,550		11,677		246		3,550		11,923		15,472		(3,462	)		12,928
Centre at Riverchase	AL	2006	100	%	1986/2008	132,474		3,670		7,729		572		3,670		8,301		11,971		(1,443	)		11,610
Cobb Center	GA	2007	100	%	1971	69,546		2,413		4,088		0		2,413		4,088		6,501		(767	)		5,590
College Plaza	FL	1999	100	%	1984/2005	83,711		900		10,182		436		900		10,619		11,519		(1,220	)		9,767
Crossroads South	GA	2007	100	%	1987	211,178		3,067		13,045		—		3,067		13,045		16,112		(1,689	)		14,295
Five Forks Corners	GA	2006	100	%	1996	88,646		2,524		8,017		255		2,524		8,272		10,796		(1,401	)		9,325
Florence Square	AL	2006	100	%	1990/1994	241,633		2,863		13,563		160		2,863		13,723		16,587		(1,974	)		14,500
Fulton Crossing	MS	2007	100	%	1992/1998	179,905		1,291		7,533		40		1,291		7,573		8,864		(1,311	)		7,864
Greystone Village	NC	2007	100	%	1986/2009	85,665		4,489		8,202		564		4,489		8,767		13,256		(1,019	)		11,397
Gulfdale Plaza	AL	2007	100	%	1963/1983	94,712		1,111		2,782		298		1,111		3,080		4,192		(724	)		3,718
Highland Square	FL	2007	100	%	1961/2006	262,192		10,355		31,581		—		10,355		31,581		41,936		(2,794	)		36,058
Holcomb 400	GA	2004	100	%	1985/2004	103,616		3,050		8,852		—		3,050		8,852		11,902		(1,891	)		10,301
Indian Creek Crossing	GA	2006	100	%	1994	63,650		1,223		2,915		—		1,223		2,915		4,138		(404	)		4,080
Lawrenceville Town Center	GA	2001	100	%	1988/2009	188,326		5,158		7,588		417		5,158		8,005		13,163		(2,723	)		10,138
Marketplace at Ocala	FL	2007	100	%	1998	74,692		1,428		6,139		—		1,428		6,139		7,567		(499	)		6,713
Marketplace at Palm Bay	FL	2007	100	%	1987	149,752		3,831		10,053		28		3,831		10,081		13,912		(1,292	)		12,343
North Pointe	SC	2007	100	%	1997	64,255		869		5,643		46		869		5,690		6,559		(612	)		5,639
Ocean East Mall	FL	2002	100	%	1971	112,260		2,849		8,178		86		2,849		8,264		11,114		(2,164	)		8,417
Peachtree Parkway Plaza	GA	2007	100	%	1985	95,509		3,441		8,326		—		3,441		8,326		11,767		(770	)		10,117
Poplar Springs	SC	2007	100	%	1995	64,038		1,000		5,054		15		1,000		5,069		6,069		(634	)		5,219
Riverdale Crossing	GA	2006	100	%	1984/1996	92,786		1,333		7,194		306		1,333		7,499		8,832		(1,486	)		8,120
Rockbridge Place	GA	2006	100	%	1984	74,768		1,884		3,248		68		1,884		3,316		5,201		(746	)		4,300
Shields Plaza	AL	2007	100	%	1996	79,240		1,181		2,482		38		1,181		2,520		3,702		(403	)		3,284
South Square Marketplace	NC	2007	100	%	1993	72,219		1,417		4,681		—		1,417		4,681		6,098		(690	)		5,410
Sprayberry Square	GA	2003	100	%	1987/2008	128,000		2,814		5,146		6,414		2,814		11,560		14,374		(1,850	)		14,056
Swift Creek Plaza	NC	2007	100	%	1996	56,890		1,197		6,422		—		1,197		6,422		7,619		(649	)		6,759
Tara Crossing	GA	2001	100	%	1987/2002	238,522		2,126		8,767		636		2,126		9,403		11,529		(2,864	)		8,432
Tower Shopping Center	NC	2004	100	%	1976/2007	152,266		2,333		5,485		1,643		2,333		7,128		9,462		(2,669	)		6,850
Tree Trail Village	GA	2006	100	%	1993/2008	99,236		3,077		8,282		28		3,077		8,311		11,388		(1,400	)		9,960
Whiterock Marketplace	TX	2000	100	%	1974/2009	173,376		3,070		8,852		989		3,070		9,841		12,911		(2,338	)		7,531
Winchester Court	TN	2006	100	%	1987/2001	257,652		2,442		6,014		—		2,442		6,014		8,456		(1,277	)		8,810
Subtotal: Southeast						4,683,865	$	98,369	$	289,440	$	13,700	$	98,369	$	303,140	$	401,509	$	(51,185	)	$	344,268

F-39

DLC REALTY TRUST, INC.

Schedule III

Real Estate and Accumulated Depreciation—(Continued)

Year Ended December 31, 2009

(In thousands, except for GLA)

	State	Year Acquired	Percent Owned		Year Built/ Year Last Renovated	Gross Leasable Area	Initial Cost to Company				Subsequent Cost Capitalized		Gross Amount at which Carried At December 31, 2009						Accumulated Depreciation			Amount of Encumbrance
Property							Land		Building and Improvements				Land		Building and Improvements		Total
Northeast
Alpine Commons	NY	1999	100	%	1993	209,200	$	4,800	$	14,200	$	944	$	4,800	$	15,144	$	19,944	$	(4,073	)	$	24,000
Bath Shopping Center	ME	2007	100	%	1978	101,124		2,431		18,204		55		2,431		18,259		20,690		(1,255	)		17,369
Beach Shopping Center	NY	2004	100	%	1956/2004	226,584		6,000		5,782		19,291		6,000		25,073		31,073		(4,984	)		38,908
DLC Management Corporation.	NY	1991	100	%	1991/2007	—		—		—		1,878		—		1,878		1,878		(1,096	)		—
Imperial Plaza	NY	1999	100	%	1968/2009	117,346		2,400		7,913		1,918		2,400		9,830		12,230		(3,235	)		6,437
Key Road Plaza	NH	2007	100	%	1965/2009	83,634		2,528		12,436		742		2,528		13,179		15,706		(1,294	)		12,880
Mahopac Village Center	NY	2004	100	%	1970/2006	148,966		4,500		8,220		1,117		4,500		9,337		13,837		(2,087	)		17,229
Mall at 59	NY	1999	100	%	1988	56,275		1,700		1,327		595		1,700		1,922		3,622		(619	)		6,935
Mid Valley Mall	NY	2004	100	%	1950/2001	244,378		5,646		19,677		1,714		5,646		21,391		27,038		(4,483	)		26,073
Namco Plaza	MA	2006	100	%	1987	101,782		1,163		6,426		123		1,163		6,549		7,712		(987	)		6,975
Orange Promenade	CT	1993	100	%	1960/2006	247,611		—		13,568		6,704		—		20,272		20,272		(7,759	)		16,985
Prospect Plaza	CT	2005	100	%	1965/2007	140,555		4,136		22,547		28		4,136		22,575		26,712		(3,898	)		18,373
Putnam Place	CT	2005	100	%	1970/2009	151,804		3,031		13,297		410		3,031		13,707		16,738		(2,518	)		16,588
Riverside Plaza	NH	2007	100	%	1970	217,936		3,546		28,007		153		3,546		28,161		31,707		(2,596	)		21,200
Shaw's Plaza	RI	2002	100	%	1989	121,660		2,350		8,838		318		2,350		9,156		11,506		(2,644	)		17,265
Torrington Commons	CT	2004	100	%	1990	128,781		2,654		10,636		238		2,654		10,874		13,527		(2,105	)		13,897
Tri-City Plaza	CT	2006	100	%	1965/2008	300,038		8,810		37,756		—		8,810		37,756		46,566		(4,476	)		40,000
Subtotal: Northeast						2,597,674	$	55,695	$	228,836	$	36,227	$	55,695	$	265,063	$	320,758	$	(50,108	)	$	301,115
Midwest
Coral Plaza	IL	1999	100	%	1985	49,882	$	1,330	$	4,367	$	568	$	1,330	$	4,935	$	6,265	$	(1,082	)	$	4,173
Crossroads Shopping Center	IN	2004	100	%	1991	152,134		3,992		16,814		—		3,992		16,814		20,806		(3,598	)		15,558
Fayette Place	KY	2001	100	%	1986	104,892		4,120		9,549		1,787		4,120		11,336		15,456		(2,639	)		13,760
Fort Steuben Mall	OH	2006	100	%	1974	694,416		8,647		34,626		2,765		8,647		37,390		46,037		(6,834	)		40,571
High Ridge Centre	WI	2001	100	%	1993/1994	260,664		5,094		10,043		291		5,094		10,334		15,427		(3,033	)		12,378
King City Square	IL	2002	100	%	1996	94,428		3,068		3,365		34		3,068		3,399		6,467		(1,148	)		5,556
Marketplace Shopping Center	IL	2003	100	%	1988/2008	210,500		5,180		9,064		1,054		5,180		10,118		15,297		(2,870	)		9,747
Merchants Crossing	MI	2005	100	%	1972	110,070		1,922		5,587		—		1,922		5,587		7,509		(1,568	)		7,217
Midtown Plaza	OH	2006	100	%	1961/2009	239,226		5,464		14,269		343		5,464		14,612		20,075		(3,113	)		17,700
Nora Corners	IN	1999	100	%	1985/2001	93,940		1,200		6,785		568		1,200		7,353		8,553		(2,132	)		7,610
Northern Lights Shopping Center	OH	2005	100	%	1954/2009	383,247		8,327		14,040		1,228		8,327		15,268		23,595		(6,445	)		24,198
Northland Plaza	IL	2006	100	%	1988/2004	303,100		9,462		28,469		241		9,462		28,710		38,172		(4,183	)		32,700
River Pointe Mall	IN	2001	100	%	1989	173,076		2,700		3,232		923		2,700		4,155		6,855		(944	)		8,600
Skytop Plaza	OH	2008	100	%	1999	133,631		3,239		10,413		—		3,239		10,413		13,652		(644	)		12,600
Ultra Highland Plaza	IN	2007	100	%	1959/1985	273,715		4,317		13,896		665		4,317		14,561		18,878		(2,887	)		15,699
University Park	IA	2005	100	%	1988	109,434		3,392		10,008		2		3,392		10,011		13,403		(1,960	)		11,441
University Place	IL	2001	100	%	1974/2007	245,159		8,600		4,666		9,762		8,600		14,428		23,028		(4,507	)		25,381
West River Centre	MI	2004	100	%	1989/2009	291,333		8,459		15,791		—		8,459		15,791		24,250		(4,071	)		18,035
Wing Park Shopping Center	IL	2001	100	%	1974/1987	86,767		2,200		3,533		166		2,200		3,700		5,900		(870	)		—
Subtotal: Midwest						4,009,614	$	90,710	$	218,517	$	20,397	$	90,710	$	238,915	$	329,625	$	(54,529	)	$	282,925

F-40

DLC REALTY TRUST, INC.

Schedule III

Real Estate and Accumulated Depreciation—(Continued)

Year Ended December 31, 2009

(In thousands, except for GLA)

	State	Year Acquired	Percent Owned		Year Built/ Year Last Renovated	Gross Leasable Area	Initial Cost to Company				Subsequent Cost Capitalized		Gross Amount at which Carried At December 31, 2009						Accumulated Depreciation			Amount of Encumbrance
Property							Land		Building and Improvements				Land		Building and Improvements		Total
Mid-Atlantic
Century Square Shopping Center	PA	2005	100	%	1991/2007	415,613	$	—	$	17,367	$	1,077	$	—	$	18,444	$	18,444	$	(4,389	)	$	19,888
Cypress Point	VA	2007	100	%	1990	117,907		2,601		8,167		—		2,601		8,167		10,768		(1,086	)		9,554
Eastover Shopping Center	MD	2006	100	%	1957/2007	268,032		11,847		26,399		2,126		11,847		28,525		40,372		(2,862	)		30,900
Levittown Town Center	PA	2002	100	%	2004/2009	166,999		375		3,875		32,547		282		36,515		36,797		(1,081	)		35,294
Loch Raven Plaza	MD	2003	100	%	1962/1974	142,327		1,547		10,030		215		1,547		10,245		11,792		(2,386	)		7,858
Mount Clare Junction	MD	2003	100	%	1987/2006	236,529		2,727		9,493		2,113		2,727		11,606		14,334		(3,533	)		18,000
Oxon Hill Plaza	MD	2003	100	%	1965	141,955		3,704		13,921		265		3,704		14,187		17,891		(3,612	)		12,234
Ridgewood Farm	VA	2007	100	%	1989	72,973		2,837		4,298		8		2,837		4,307		7,144		(647	)		6,338
Shops at Aramingo	PA	2002	100	%	1985/1986	70,500		1,816		2,866		—		1,816		2,866		4,682		(837	)		3,432
Southwest Plaza	VA	2007	100	%	1987/2000	84,184		3,799		5,572		9		3,799		5,582		9,380		(709	)		8,322
The Village Courts	VA	2007	100	%	1986/1995	77,576		917		6,406		167		917		6,573		7,490		(1,337	)		6,644
West Broad Commons	VA	2007	100	%	1985/1998	103,308		3,036		11,794		—		3,036		11,794		14,830		(1,123	)		13,157
Williamsburg Shopping Center	VA	2001	100	%	1961/2004	249,095		1,000		15,788		3,048		1,000		18,836		19,836		(5,103	)		21,047
Subtotal: Mid-Atlantic						2,146,998	$	36,207	$	135,977	$	41,576	$	36,113	$	177,647	$	213,760	$	(28,706	)	$	192,669
Company Totals:						13,438,151	$	280,981	$	872,771	$	111,900	$	280,888	$	984,764	$	1,265,652	$	(184,528	)	$	1,120,978
Aggregate Tax Cost Basis:													$	249,777	$	1,007,607	$	1,257,384

F-41

Until                     (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

31,250,000 Shares

DLC Realty Trust, Inc.

Common Stock

P R O S P E C T U S

BofA Merrill Lynch

Barclays Capital

Deutsche Bank Securities

Raymond James

RBC Capital Markets

Piper Jaffray

PNC Capital Markets LLC

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution.

The following table shows the fees and expenses, other than underwriting discounts and commissions, to be paid by us in connection with the sale and distribution of the securities being registered hereby. All amounts except the Securities and Exchange Commission, or the SEC, registration fee are estimated.

Securities and Exchange Commission registration fee	$	40,997
Financial Industry Regulatory Authority, Inc. filing fee		58,000
New York Stock Exchange listing fee		235,600
Legal fees and expenses (including Blue Sky fees)		4,790,000
Accounting fees and expenses		6,668,000
Printing and engraving expenses		500,000
Transfer agent fees and expenses		50,000
Miscellaneous		502,000
Total	$	12,844,597

* To be furnished by amendment.

Item 32. Sales to Special Parties.

None.

Item 33. Recent Sales of Unregistered Securities.

On March 8, 2010, Adam Ifshin, purchased 1,000 shares of our common stock for a purchase price of $1,000 in a private offering. We will repurchase these shares at cost upon completion of this offering. Such issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof.

Prior to or concurrently with the completion of this offering, certain holders of interests in our predecessor will exchange, through a series of mergers and other transactions, their equity interests in our predecessor for 18,713,015 operating partnership units and 2,375,000 shares of our common stock. All of such persons had a substantive, pre-existing relationship with us and irrevocably committed to the transfer of such interests prior to the initial filing of this registration statement, and no more than 35 of such persons are not “accredited investors” as defined under Regulation D of the Securities Act. Each such person is a holder of an interest in our predecessor and we have dealt with such persons throughout the tenure of such person’s ownership of interests in our predecessor. The issuance of such operating partnership units and common stock was effected in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act in which no general solicitation was undertaken. All such persons were provided with and had access to information about the issuers of these securities including business objectives and historical property and financial information.

Item 34. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law.

The MGCL requires us (unless our charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which

II-1

he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under the MGCL, we may not indemnify a director or officer in a suit by or in the right of the corporation or in any proceeding charging improper personal benefit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct, was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of:

• a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

• a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or

• any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, trustee, member or manager of such corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a Predecessor of ours in any of the capacities described above and any personnel or agent of our company or a Predecessor of our company. In addition, our 2010 equity incentive plan requires us to indemnify our directors and members of our compensation committee in connection with the performance of their duties, responsibilities and obligations under our 2010 equity incentive plan, to the maximum extent permitted by Maryland law.

Following completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law. In addition, our operating partnership’s partnership agreement provides that we, as general

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partner, and our officers and directors are indemnified to the maximum extent permitted by law. Furthermore, following completion of this offering, we intend to purchase and maintain insurance on behalf of all of our directors and executive officers against or incurred by them in their official capacities, whether or not we are required or have the power to indemnify them against the same liability and, pursuant to the indemnification agreements, we will be required to maintain a comparable “tail” directors’ and officers’ liability insurance policy for six years after each director or executive officer ceases to serve in such capacity.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 35. Treatment of Proceeds from Stock Being Registered.

None of the proceeds will be credited to an account other than the appropriate capital share account.

Item 36. Financial Statements and Exhibits.

(a) Financial Statements. See page F-1 for an index to the financial statements included in the registration statement.

(b) Exhibits. The following is a complete list of exhibits filed as part of the registration statement, which are incorporated herein:

Exhibit Number	Exhibit Description
1.1*	Underwriting Agreement among DLC Realty Trust, Inc. and the underwriters named therein
3.1**	Form of Articles of Amendment and Restatement of DLC Realty Trust, Inc.
3.2	Form of Amended and Restated Bylaws of DLC Realty Trust, Inc.
3.3**	Form of Amended and Restated Agreement of Limited Partnership of DLC Realty, L.P.
4.1	Form of Specimen Common Stock Certificate of DLC Realty Trust, Inc.
5.1*	Opinion of Clifford Chance US LLP (including consent of such firm)
8.1*	Tax Opinion of Clifford Chance US LLP (including consent of such firm)
10.1**	Form of Registration Rights Agreement among DLC Realty Trust, Inc. and the persons named therein
10.2**	DLC Realty Trust, Inc. 2010 Equity Incentive Plan
10.3**	Form of Restricted Stock Agreement
10.4	Form of LTIP Agreement
10.5**	Form of Tax Protection Agreement among DLC Realty Trust, Inc., DLC Realty, L.P., Adam Ifshin and Stephen Ifshin
10.6**	Form of Tax Protection Agreement among DLC Realty Trust, Inc., DLC Realty, L.P. and each of the persons listed on Schedule 2.1 thereto
10.7	Form of Indemnification Agreement among DLC Realty Trust, Inc. and its directors and officers
10.8	Revolving Secured Credit Facility among DLC Realty Trust, Inc. and affiliates of certain of our underwriters
10.9**	Irrevocable Exchange and Subscription Agreement among DLC Realty Trust, Inc., DLC Realty, L.P., Adam Ifshin, Stephen Ifshin and the persons named on the signature page thereto

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Exhibit Number	Exhibit Description
10.10**	Representation, Warranty and Indemnity Agreement among DLC Realty Trust, Inc., DLC Realty, L.P., Adam Ifshin and Stephen Ifshin
10.11	Employment Agreement between DLC Realty Trust, Inc. and Adam Ifshin
10.12	Employment Agreement between DLC Realty Trust, Inc. and Stephen Ifshin
10.13	Employment Agreement between DLC Realty Trust, Inc. and Daniel Taub
10.14	Employment Agreement between DLC Realty Trust, Inc. and William Comeau
10.15	Employment Agreement between DLC Realty Trust, Inc. and Jonathan Wigser
10.16	Employment Agreement between DLC Realty Trust, Inc. and Michael Cohen
10.17**	Form of Amended and Restated Management Agreement
10.18**	Form of Management Agreement
21.1	List of Subsidiaries of DLC Realty Trust, Inc.
23.1*	Consent of Clifford Chance US LLP (included in Exhibits 5.1 and 8.1)
23.2	Consent of Ernst & Young LLP
24.1**	Power of Attorney (included on the signature page to the registration statement)

* To be filed by amendment.

** Previously filed.

Item 37. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance under Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 30, 2010.

DLC Realty Trust, Inc.
By:	/s/    Adam W. Ifshin
	Adam W. Ifshin
	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 5 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signatures		Title	Date
By:	/s/    Adam W. Ifshin Adam W. Ifshin	Chairman of Our Board of Directors, Chief Executive Officer and President (Principal Executive Officer)	July 30, 2010
By:	* Stephen N. Ifshin	Vice Chairman of Our Board of Directors	July 30, 2010

By:	/s/    William M. Comeau William M. Comeau	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	July 30, 2010
*By:	/s/    Adam W. Ifshin Adam W. Ifshin Attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Exhibit Description
1.1*	Underwriting Agreement among DLC Realty Trust, Inc. and the underwriters named therein
3.1**	Form of Articles of Amendment and Restatement of DLC Realty Trust, Inc.
3.2	Form of Amended and Restated Bylaws of DLC Realty Trust, Inc.
3.3**	Form of Amended and Restated Agreement of Limited Partnership of DLC Realty, L.P.
4.1	Form of Specimen Common Stock Certificate of DLC Realty Trust, Inc.
5.1*	Opinion of Clifford Chance US LLP (including consent of such firm)
8.1*	Tax Opinion of Clifford Chance US LLP (including consent of such firm)
10.1**	Form of Registration Rights Agreement among DLC Realty Trust, Inc. and the persons named therein
10.2**	DLC Realty Trust, Inc. 2010 Equity Incentive Plan
10.3**	Form of Restricted Stock Agreement
10.4	Form of LTIP Agreement
10.5**	Form of Tax Protection Agreement among DLC Realty Trust, Inc., DLC Realty, L.P., Adam Ifshin and Stephen Ifshin
10.6**	Form of Tax Protection Agreement among DLC Realty Trust, Inc., DLC Realty, L.P. and each of the persons listed on Schedule 2.1 thereto
10.7	Form of Indemnification Agreement among DLC Realty Trust, Inc. and its directors and officers
10.8	Revolving Secured Credit Facility among DLC Realty Trust, Inc. and affiliates of certain of our underwriters
10.9**	Irrevocable Exchange and Subscription Agreement among DLC Realty Trust, Inc., DLC Realty, L.P., Adam Ifshin, Stephen Ifshin and the persons named on the signature page thereto
10.10**	Representation, Warranty and Indemnity Agreement among DLC Realty Trust, Inc., DLC Realty, L.P., Adam Ifshin and Stephen Ifshin
10.11	Employment Agreement between DLC Realty Trust, Inc. and Adam Ifshin
10.12	Employment Agreement between DLC Realty Trust, Inc. and Stephen Ifshin
10.13	Employment Agreement between DLC Realty Trust, Inc. and Daniel Taub
10.14	Employment Agreement between DLC Realty Trust, Inc. and William Comeau
10.15	Employment Agreement between DLC Realty Trust, Inc. and Jonathan Wigser
10.16	Employment Agreement between DLC Realty Trust, Inc. and Michael Cohen
10.17**	Form of Amended and Restated Management Agreement
10.18**	Form of Management Agreement
21.1	List of Subsidiaries of DLC Realty Trust, Inc.
23.1*	Consent of Clifford Chance US LLP (included in Exhibits 5.1 and 8.1)
23.2	Consent of Ernst & Young LLP
24.1**	Power of Attorney (included on the signature page to the registration statement)

* To be filed by amendment.

** Previously filed.

Index-1

EX-3.2

Exhibit 3.2

DLC REALTY TRUST, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

Section 1.01. Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 1.02. Additional Offices. The Corporation may have additional offices, including a principal executive office, at such place or places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

Section 2.01. Place. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2.02. Annual Meeting. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors. The Corporation shall hold its first annual meeting of stockholders beginning with the calendar year 2011. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid acts of the Corporation.

Section 2.03. Special Meetings.

(a) General. Each of the chairman of the Board of Directors, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(iv) of this Section 2.03, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the Board of Directors, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 2.03, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b) Stockholder-Requested Special Meetings.

(i) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary of the Corporation (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and

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each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the secretary.

(ii) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned by such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(iii) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (ii) of this Section 2.03(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(iv) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided, further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided, further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for

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the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (iii) of this Section 2.03(b).

(v) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(vi) The chairman of the Board of Directors, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (vi) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(vii) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 2.04. Notice. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at

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which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 2.11(a) hereof, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 2.11(c)(iii) hereof) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 2.05. Organization and Conduct. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the Board of Directors or, in the case of a vacancy in the office or absence of the chairman of the Board of Directors, by one of the following officers present at the meeting in the following order: the vice chairman of the Board of Directors, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.06. Quorum. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die

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or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 2.07. Voting. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 2.08. Proxies. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 2.09. Voting of Stock by Certain Holders. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary may vote stock registered in the name of such person in the capacity of such director or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

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Section 2.10. Inspectors. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. The inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 2.11. Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals.

(a) Annual Meetings of Stockholders.

(i) At an annual meeting of the stockholders, nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made (1) pursuant to the Corporation’s notice of meeting, (2) by or at the direction of the Board of Directors or (3) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 2.11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 2.11(a).

(ii) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of paragraph (a)(i) of this Section 2.11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 2.11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in subsection (c)(iii) of this Section 2.11) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(iii) Such stockholder’s notice shall set forth:

(A) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

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(B) as to any other business that the stockholder proposes to bring before the meeting, (1) a reasonably detailed description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (3) a reasonably detailed description of all agreements, arrangements and understandings: (I) between or among the stockholder and/or any of the Stockholder Associated Persons; or (II) between or among the stockholder and/or any of the Stockholder Associated Persons, on the one hand, and any other person or entity (including their names), on the other hand, in connection with the proposal of such business by such stockholder;

(C) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(1) the class, series and number of all shares of stock or other securities of the Corporation or any subsidiary or affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person; provided, that, for purposes of the foregoing and wherever else used in this Article II, references to “beneficial” ownership or other correlative terms shall be deemed to have the meaning given thereto under Rule 13d-3 of the Exchange Act, except that such person or entity shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such person or entity has a right to acquire beneficial ownership at any time in the future,

(2) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(3) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent annual report to security holders of the Corporation (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and

(4) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

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(D) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (B) or (C) of this paragraph (iii) of this Section 2.11(a) and any Proposed Nominee,

(1) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(2) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; and

(E) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(iv) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by (A) a certificate executed by the Proposed Nominee certifying that such Proposed Nominee (1) will serve as a director of the Corporation if elected; (2) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Proposed Nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such Proposed Nominee’s ability to comply, if elected as a director of the Corporation, with such Proposed Nominee’s duties under applicable law, (3) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (4) would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality, stock ownership and trading policies and guidelines of the Corporation; and (B) a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market).

(v) Notwithstanding anything in this subsection (a) of this Section 2.11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in subsection (c)(iii) of this Section 2.11) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(1) For purposes of this Section 2.11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

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(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided, that the special meeting has been called in accordance with Section 2.03(a) hereof for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice containing the information required by paragraph (a)(iii) of this Section 2.11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c) General.

(i) If information submitted pursuant to this Section 2.11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 2.11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 2.11, and (B) a written update of any information submitted by the stockholder pursuant to this Section 2.11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 2.11.

(ii) Only such individuals who are nominated in accordance with this Section 2.11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.11.

(iii) For purposes of this Section 2.11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange

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Commission (the “SEC”) from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the SEC pursuant to the Exchange Act.

(iv) Notwithstanding the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11. Nothing in this Section 2.11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 2.11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

Section 2.12. Meeting by Conference Telephone. The Board of Directors or chairman of the meeting may permit one or more stockholders to participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 2.13. Control Share Acquisition Act. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed or amended, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal or amendment, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

Directors

Section 3.01. General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 3.02. Number and Qualifications. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided, that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15, and further provided, that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the Board of Directors or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. At all times, except in the case of a vacancy, a majority of the Board of Directors shall be Independent Directors (as defined below). For the purposes of these Bylaws, “Independent Director” shall have the definition set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual, as amended from time to time, or such superseding definition as is hereafter promulgated by the New York Stock Exchange (the “NYSE”).

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Section 3.03. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 3.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 3.05. Notice. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 3.06. Quorum. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 3.07. Voting. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 3.08. Organization. At each meeting of the Board of Directors, the chairman of the Board of Directors or, in the absence of the chairman, the vice chairman of the Board of Directors, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the Board of Directors, the

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chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting shall act as secretary of the meeting.

Section 3.09. Telephone Meetings. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 3.10. Consent by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 3.11. Vacancies. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Until such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. At such time as the Corporation becomes subject to Section 3-804(c) of the MGCL and except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.

Section 3.12. Compensation. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.13. Reliance. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 3.14. Ratification. The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction

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questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 3.15. Certain Rights of Directors and Officers. A director who is not also an officer of the Corporation shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 3.16. Emergency Provisions. Notwithstanding any other provision in the Charter or these Bylaws, this Section 3.16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Section 3.06 of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

Committees

Section 4.01. Number, Tenure and Qualifications. The Board of Directors may appoint from among its members a Nominating and Corporate Governance Committee, an Audit Committee, a Compensation Committee and a Risk and Underwriting Committee and may appoint such other committees as it deems appropriate to serve at the pleasure of the Board of Directors. All committees shall be composed of one or more directors; provided, however, that the exact composition of each committee, including the total number of directors and the number of Independent Directors on each such committee, shall at all times comply with the listing requirements and rules and regulations of the NYSE, as modified or amended from time to time, and the rules and regulations of the SEC, as modified or amended from time to time.

Section 4.02. Powers. The Board of Directors may delegate to committees appointed under Section 4.01 any of the powers of the Board of Directors, except as prohibited by law.

Section 4.03. Meetings. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

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Section 4.04. Telephone Meetings. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 4.05. Consent by Committees Without a Meeting. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 4.06. Vacancies. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

Officers

Section 5.01. General Provisions. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the Board of Directors, a vice chairman of the Board of Directors, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 5.02. Removal and Resignation. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the Board of Directors, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 5.03. Vacancies. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 5.04. Chief Executive Officer. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the Board of Directors shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

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Section 5.05. Chief Operating Officer. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 5.06. Chief Financial Officer. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 5.07. Chairman of the Board of Directors. The Board of Directors shall designate a chairman of the Board of Directors. The chairman of the Board of Directors shall preside over the meetings of the Board of Directors and of the stockholders at which he or she shall be present. The chairman of the Board of Directors shall perform such other duties as may be assigned to him or her by the Board of Directors.

Section 5.08. President. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.09. Vice President. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 5.10. Secretary. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 5.11. Treasurer. The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

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The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 5.12. Assistant Secretaries and Assistant Treasurers. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 5.13. Compensation. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 6.01. Contracts. The Board of Directors, or a committee thereof, or any manager of the Corporation approved by the Board of Directors and acting within the scope of its authority pursuant to a management agreement with the Corporation may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when executed by an authorized person and duly authorized or ratified by action of the Board of Directors or such committee and executed by an authorized person thereof or a manager acting within the scope of its authority pursuant to a management agreement.

Section 6.02. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 6.03. Deposits. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, the treasurer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

Stock

Section 7.01. Certificates. The Board of Directors may authorize the Corporation to issue some or all of the shares of any class or series of its stock without certificates. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates. If shares of a class or series of stock are authorized by the Board of Directors to be issued without certificates, no stockholder shall be entitled to a certificate or certificates representing any shares of such class or series of stock held by such stockholder unless otherwise determined by the Board of Directors and then only upon written request by such stockholder to the secretary of the Corporation.

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Section 7.02. Transfers. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 7.03. Replacement Certificate. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 7.04. Fixing of Record Date. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 p.m. Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 7.05. Stock Ledger. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

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Section 7.06. Fractional Stock; Issuance of Units. The Board of Directors may authorize the Corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

Accounting Year

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

Distributions

Section 9.01. Authorization. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or shares of stock of the Corporation, subject to the provisions of law and the Charter.

Section 9.02. Contingencies. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

Investment Policy

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

Seal

Section 11.01. Seal. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 11.02. Affixing Seal. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

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ARTICLE XII

Indemnification and Advance of Expenses

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

Waiver of Notice

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

Amendment of Bylaws

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

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ARTICLE XV

Severability

If any provision of the Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of the Bylaws in any jurisdiction.

ARTICLE XVI

Miscellaneous

Section 16.01. Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of an executive or other committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

Section 16.02. Voting Stock in Other Companies. Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the chief executive officer, the president, a vice-president, or a proxy appointed by any of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

Section 16.03. Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

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EX-4.1

Exhibit 4.1

The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s charter, (i) no Person may Beneficially Own or Constructively Own shares of Common Stock in excess of 9.0% (in value or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock in excess of 9.0% (in value or number of shares, whichever is more restrictive) of the total outstanding shares of Capital Stock, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; (iv) no Person may Beneficially Own or Constructively Own shares of Capital Stock to the extent that such ownership would result in the Corporation owning (directly or indirectly) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant for the taxable year of the Corporation during which such determination is being made would reasonably be expected to equal or exceed the lesser of (a) one percent (1%) of the Corporation’s gross income (as determined for purposes of Section 856(c) of the Code), or (b) an amount that would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code, or such Beneficial Ownership or Constructive Ownership of Capital Stock would result in the Corporation otherwise failing to qualify as a REIT; and (v) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock being beneficially owned by less than 100 persons (as determined under the principles of Section 856(a)(5) of the Code), and any such attempted transfer shall be void ab initio, and the intended transferee shall acquire no rights in such shares of the Capital Stock. Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation in writing, or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the restrictions on transfer or ownership as set forth in (i) through (iv) above are violated, the shares of Capital Stock in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) through (iv) above may be void ab initio. All capitalized terms in this legend have the meanings defined in the charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital Stock on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—		Custodian
TEN ENT	—	as tenants by the entireties			(Cust)		(Minor)
JT TEN	—	as joint tenants with right of			under Uniform Gifts to Minors
		survivorship and not as tenants			Act _______________________________
		in common				(State)
			UNIF TRF MIN ACT	—	_________ Custodian (until age _______)
					(Cust)
					______________ under Uniform Transfers
					(Minor)
					to Minors Act ______________________
						(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _____________________________________ hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

__________________________________________________________________________________________________ Shares of the common stock represented by the within Certificate, and does hereby irrevocably constitute and appoint

___________________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated _____________________________

X
X
NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EX-10.4

Exhibit 10.4

DLC Realty Trust, Inc.

2010 Equity Incentive PLAN

LTIP UNIT AWARD AGREEMENT

AGREEMENT by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and [•] (the “Grantee”), dated as of the [•] day of [•], 2010.

WHEREAS, the Company maintains the DLC Realty Trust, Inc. 2010 Equity Incentive Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);

WHEREAS, the Grantee is an Eligible Person; and

WHEREAS, in accordance with the Plan, the Committee has determined that it is in the best interests of the Company and its stockholders to grant LTIP Units to the Grantee subject to the terms and conditions set forth below.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Grant of LTIP Units.

The Company hereby grants the Grantee [•] LTIP Units (the “LTIP Units”) in DLC Realty, L.P., subject to the terms and conditions of this LTIP Unit Award Agreement (this “Agreement”) and subject to the provisions of the Plan and the First Amended and Restated Agreement of Limited Partnership of DLC Realty, L.P. (the “Partnership Agreement”). The Plan is incorporated herein by reference as though set forth herein in its entirety.

2. Restrictions and Conditions.

The LTIP Units are subject to the following restrictions and conditions:

(i) Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the LTIP Units granted hereunder (the “Restriction Period”), and for a period of twelve (12) months thereafter (the “Lock-Up Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the LTIP Units (or have such LTIP Units attached or garnished). The Restriction Period shall begin on the date hereof and shall lapse with respect to one-fifth of the LTIP Units on each of the first five anniversaries of the date hereof. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such LTIP Units shall only lapse as to whole LTIP Units.

(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the LTIP Units, all of the rights of a holder of LTIP Units as set forth in the Partnership Agreement. Distributions on and allocations with respect to the LTIP Units shall be made to the Grantee in accordance with the terms of the Partnership Agreement.

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(iii) Subject to clauses (iv) and (vi) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason other than his or her death, Disability or for Good Reason (as defined in the Grantee’s employment agreement), during the Restriction Period, then all LTIP Units that have not vested at that time will be forfeited to the Company without payment of any consideration by the Company, and neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units.

(iv) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all LTIP Units granted to the Grantee and not forfeited previously.

(v) In the event of a Change in Control, the Lock-Up Period shall lapse with respect to all of the LTIP Units with respect to which the Restriction Period has lapsed and will not apply to the remaining LTIP Units if and when the Restriction Period lapses with respect to such LTIP Units.

(vi) Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company which provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the terms of such employment agreement shall apply with respect to the LTIP Units granted hereby and shall, to the extent applicable, supersede the terms hereof.

3. Certain Terms of LTIP Units.

(a) The Grantee shall, upon request or otherwise at the election of the Company, be issued a certificate in respect of the LTIP Units awarded under this Agreement. Such certificate shall be registered in the name of the Grantee (or any applicable such assignee or transferee). The certificates for LTIP Units issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to such LTIP Units, substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE LTIP UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE DLC REALTY TRUST, INC. 2010 EQUITY INCENTIVE PLAN, THE PARTNERSHIP AGREEMENT AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF THE LTIP UNITS REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH PLAN, PARTNERSHIP AGREEMENT AND AWARD ARE ON FILE IN THE OFFICES OF DLC REALTY TRUST, INC.

(b) Certificates evidencing the LTIP Units granted hereby shall be held in custody by the Company until the restrictions thereon shall have lapsed. If and when such restrictions so lapse, the certificates shall be delivered by the Company to the Grantee identified to the Company as provided herein.

(c) Notwithstanding the foregoing, so long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Company in writing such information as may be reasonably requested with respect to ownership of LTIP Units and any conditions applicable thereto, as the Company, as

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applicable, may deem reasonably necessary, including in order to ascertain and establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Company or to comply with requirements of any other appropriate taxing authority.

4. Miscellaneous.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(b) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(c) The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Change in Control and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee, except as provided above, shall be final and binding upon all persons.

(d) All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Board; and if to the Grantee, shall be delivered personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Paragraph 4(d).

(e) The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right the Grantee or the Company, respectively, may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.

(f) The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

(g) Nothing in this Agreement shall confer on the Grantee any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its stockholders to terminate the Grantee’s employment or other service at any time.

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(h) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto, other than the Grantee’s employment agreement if and to the extent such employment agreement is in effect at the relevant time.

[remainder of the page left intentionally blank]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
	Name:
	Title:

[Grantee]

5

EX-10.7

Exhibit 10.7

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the             day of             , 2010, by and between DLC REALTY TRUST, INC., a Maryland corporation (the “Company” or the “Indemnitor”), and                                     (the “Indemnitee”).

WHEREAS, the Indemnitee is an officer [or][and] a member of the Board of Directors of the Company and in such [capacity] [capacities] is performing a valuable service for the Company;

WHEREAS, Maryland law permits the Company to enter into contracts with its officers or members of its Board of Directors with respect to indemnification of, and advancement of expenses to, such persons;

WHEREAS, the charter of the Company (the “Charter”) provides that the Company shall have the power to obligate itself to indemnify and advance expenses to its present or former officers and members of its Board of Directors to the maximum extent permitted by Maryland law in effect from time to time;

WHEREAS, the Bylaws of the Company (the “Bylaws”) provide that each officer and member of the Board of Directors of the Company who is made or threatened to be made a party to a Proceeding by reason of his or her service in that capacity shall be indemnified by the Company to the maximum extent permitted by Maryland law in effect from time to time and shall be entitled to advancement of expenses consistent with Maryland law;

WHEREAS, to induce the Indemnitee to provide services to the Company as an officer [or][and] a member of the Board of Directors, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Charter or the Bylaws, or any acquisition transaction relating to the Company, the Indemnitor desires to provide the Indemnitee with protection against personal liability as set forth herein; and

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Indemnitor and the Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. For purposes of this Agreement:

(a) “Board of Directors” means the Board of Directors of the Company.

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(b) “Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date:

(1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s attaining such percentage interest;

(2) the consummation by the Company, directly or indirectly, of a merger or consolidation, other than a transaction upon the completion of which 50% or more of the beneficial ownership of the voting power of the Company, the surviving entity or entity directly or indirectly controlling the Company or the surviving entity, as the case may be, is held by the same persons, in substantially the same proportion, as held the “beneficial ownership” (as defined in Rule 13(d)(3) under the Securities Exchange Act of 1934, as amended) of the voting power of the Company immediately prior to the transaction (except that upon the completion thereof, employees or employee benefit plans of the Company may be a new holder of such beneficial ownership);

(3) there occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

(4) at any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was previously so approved.

(c) “Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner (limited or general), manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances in which the Indemnitee may be serving at the request of the Company, service by the Indemnitee shall be deemed to be at the request of the Company if the Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise (i) of which a majority of the voting

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power or equity interest is owned directly or indirectly by the Company or (ii) the management of which is controlled directly or indirectly by the Company. The Company shall be deemed to have requested the Indemnitee to serve on an employee benefit plan where the performance of the Indemnitee’s duties to the Company also imposes or imposed duties on, or otherwise involves or involved services by, the Indemnitee to the plan or participants or beneficiaries of the plan.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance of Expenses is sought by the Indemnitee.

(e) “Effective Date” means the date set forth in the first paragraph of this Agreement.

(f) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(g) “Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. If a Change in Control has not occurred, Independent Counsel shall be selected by the Board of Directors, with the approval of the Indemnitee, which approval shall not be unreasonably withheld. If a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee, with the approval of the Board of Directors, which approval shall not be unreasonably withheld.

(i) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (including an internal investigation), inquiry, administrative hearing or any other proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature,

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including any appeal therefrom in which the Indemnitee was, is or will be involved as a party by reason of the Indemnitee’s Corporate Status and, whether or not Indemnitee is an employee of the Company at the time a Proceeding arises, except (i) one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and the Indemnitee or (ii) one initiated by the Indemnitee pursuant to Section 12 of this Agreement to enforce such Indemnitee’s rights under this Agreement. If the Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.

Section 2. Services by the Indemnitee. The Indemnitee serves or will serve as a member of the Board of Directors [or][and] an officer of the Company. However, this Agreement shall not impose any independent obligation on the Indemnitee or the Company to continue the Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and the Indemnitee.

Section 3. General. The Indemnitor shall indemnify, and advance Expenses to, the Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The rights of the Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (the “MGCL”).

Section 4. Standard for Indemnification. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 and under applicable law, the Charter, the Bylaws, the Partnership Agreement, any other agreement, or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding. Pursuant to this Section 4, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time, against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with a Proceeding by reason of his Corporate Status unless it is established by clear and convincing evidence that (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 5. Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), the Indemnitee shall not be entitled to:

(a) indemnification hereunder if the Proceeding was one by or in the right of the Company and the Indemnitee is adjudged to be liable to the Company;

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(b) indemnification hereunder if the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or

(c) indemnification or advance of Expenses hereunder if the Proceeding was brought by the Indemnitee unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Charter or the Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

Section 6. Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of the Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:

(a) if such court determines that the Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or

(b) if such court determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Section 7. Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of his Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Indemnitor shall indemnify the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by him or on his behalf in connection with each such claim, issue or matter. For purposes of this Section 7 and, without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 8. Advance of Expenses for an Indemnitee. Notwithstanding anything in this Agreement to the contrary, if the Indemnitee is or was or becomes a party to or is otherwise involved in any Proceeding, or is or was threatened to be made a party to or a participant in any

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Proceeding, by reason of the Indemnitee’s Corporate Status, or by reason of (or arising in part out of) any actual or alleged event or occurrence related to the Indemnitee’s Corporate Status, or by reason of any actual or alleged act or omission on the part of the Indemnitee taken or omitted in or relating to the Indemnitee’s Corporate Status, then the Indemnitor shall, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with such Proceeding within ten (10) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitor as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to the Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met by the Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Section 9. Indemnification and Advance of Expenses as a Witness or Proceeding Participant. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is or may be, by reason of his Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other party, and to which the Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith within ten (10) days after the receipt by the Company of a statement or statements requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee.

Section 10. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Indemnitee may submit one or more such requests from time to time and at such time(s) as the Indemnitee deems appropriate in his sole discretion. The officer of the Company receiving any such request from the Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification.

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(b) Upon written request by the Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee or (C) if so directed by a majority of the members of the Board of Directors, by the stockholders of the Company. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitor (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Indemnitor shall indemnify and hold the Indemnitee harmless therefrom.

(c) The Indemnitor shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

Section 11. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitor shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

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(c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to the Indemnitee for purposes of determining any other right to indemnification under this Agreement.

Section 12. Remedies of the Indemnitee.

(a) If (i) a determination is made pursuant to Section 10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Indemnitor shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 12, the Indemnitee shall not be required to reimburse the Indemnitor for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Indemnitor shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitor is bound by all of the provisions of this Agreement.

(c) If a determination shall have been made pursuant to Section 10(b) of this Agreement that the Indemnitee is entitled to indemnification, the Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification.

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(d) In the event that the Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Indemnitor, and shall be indemnified by the Indemnitor for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

(e) Interest shall be paid by the Indemnitor to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Indemnitor pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Indemnitor was requested to advance Expenses in accordance with Sections 8 or 9 of this Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 10 above and (ii) ending on the date such payment is made to the Indemnitee by the Indemnitor.

Section 13. Defense of the Underlying Proceeding.

(a) The Indemnitee shall notify the Indemnitor promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify the Indemnitee from the right, or otherwise affect in any manner any right of the Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Indemnitor’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b) Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Indemnitor shall have the right to defend the Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above. The Indemnitor shall not, without the prior written consent of the Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of the Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to the Indemnitee or (iii) would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by the Indemnitee under Section 12 of this Agreement.

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(c) Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (i) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitee and the Indemnitor, or (iii) if the Indemnitor fails to assume the defense of such Proceeding in a timely manner, the Indemnitee shall be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Indemnitor, which approval shall not be unreasonably withheld, at the expense of the Indemnitor. In addition, if the Indemnitor fails to comply with any of its obligations under this Agreement or in the event that the Indemnitor or any other person takes any action to declare this Agreement void or unenforceable, or institute any Proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Indemnitee shall have the right to retain counsel of the Indemnitee’s choice, subject to the prior approval of the Indemnitor, which approval shall not be unreasonably withheld, at the expense of the Indemnitor (subject to Section 12(d) of this Agreement), to represent the Indemnitee in connection with any such matter.

Section 14. Non-Exclusivity; Survival of Rights; Subrogation.

(a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Charter or the Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by the Indemnitee, no amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in his Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

(b) In the event of any payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitor to bring suit to enforce such rights.

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Section 15. Insurance.

(a) The Company will use its reasonable best efforts to acquire and maintain directors and officers liability insurance (“D&O Insurance”), on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, that includes coverage for the Indemnitee or any claim made against the Indemnitee by reason of his Corporate Status and coverage for the Indemnitor for any indemnification or advance of Expenses made by the Indemnitor to the Indemnitee for any claims made against the Indemnitee by reason of his Corporate Status. Without in any way limiting any other obligation under this Agreement, the Indemnitor shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any D&O Insurance. The purchase, establishment and maintenance of any D&O Insurance shall not in any way limit or affect the rights or obligations of the Indemnitor or the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Indemnitor and the Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Indemnitor receives notice from any source of a Proceeding to which the Indemnitee is a party or a participant (as a witness or otherwise) and the Company has D&O Insurance in effect, the Indemnitor shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(b) For a period of six (6) years after the Indemnitee’s date of termination of employment, the Company shall maintain in effect a “tail” directors’ and officers’ liability insurance policy with coverage in an amount and scope at least as favorable as the Company’s existing coverage on the Indemnitee’s date of termination; provided, that, in no event shall the Company be required to expend in the aggregate in excess of 200% of the annual premium paid by the Company for such insurance in effect on the Indemnitee’s date of termination. In the event that 200% of the annual premium paid by the Company for such existing insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.

Section 16. Coordination of Payments. The Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 17. Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to, the Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Indemnitor with the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.

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Section 18. Duration of Agreement; Binding Effect.

(a) The Indemnitor’s obligations under this Agreement with respect to a Proceeding shall continue until and terminate on the date that the Indemnitee is no longer subject to that Proceeding.

(b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of the Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(d) The Indemnitor and the Indemnitee agree hereby that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause the Indemnitee irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, the Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Indemnitor acknowledges that, in the absence of a waiver, a bond or undertaking may be required of the Indemnitee by a court, and the Indemnitor hereby waives any such requirement of such a bond or undertaking.

Section 19. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent

- 12 -

of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 20. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.

Section 21. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 22. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 23. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on the day of such delivery or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a) If to the Indemnitee, to the address set forth on the signature page hereto.

(b) If to the Indemnitor to:

580 White Plains Road

Tarrytown, New York 10591

Attention: General Counsel

or to such other address as may have been furnished in writing to the Indemnitee by the Indemnitor or to the Indemnitor by the Indemnitee, as the case may be.

Section 24. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.

Section 25. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

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[SIGNATURE PAGE FOLLOWS]

- 14 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:

DLC REALTY TRUST, INC.

By:

Name:

Title:

INDEMNITEE

Name:

Address:

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of DLC Realty Trust, Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

This undertaking is being provided pursuant to that certain Indemnification Agreement dated the          day of                     , 2010, by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief that at all times, insofar as I was involved as [a director] [and] [an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance of Expenses by the Indemnitor for reasonable attorneys’ fees and related Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this         day of                     , 20    .

Exhibit A

EX-10.8

Exhibit 10.8

Published CUSIP Number: ________________

CREDIT AGREEMENT

Dated as of __, 2010

among

DLC REALTY, L.P.,

as Borrower,

DLC REALTY TRUST, INC.,

as a Guarantor,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer,

BARCLAYS CAPITAL,

as Syndication Agent

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,

and

BARCLAYS CAPITAL

as

Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

Section		Page
Article I. Definitions and Accounting Terms		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	27
1.03	Accounting Terms	27
1.04	Rounding	28
1.05	Times of Day	28
1.06	Letter of Credit Amounts	28
Article II. The Commitments and Credit Extensions		28
2.01	Loans	28
2.02	Borrowings, Conversions and Continuations of Loans	28
2.03	Letters of Credit	30
2.04	Prepayments	37
2.05	Termination or Reduction of Commitments	38
2.06	Repayment of Loans	38
2.07	Interest	38
2.08	Fees	39
2.09	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	39
2.10	Evidence of Debt	40
2.11	Payments Generally; Administrative Agent’s Clawback	40
2.12	Sharing of Payments by Lenders	42
2.13	Extension of Maturity Date	43
2.14	Increase in Commitments	43
2.15	Cash Collateral	44
2.16	Defaulting Lenders	45
2.17	Guaranties	47
Article III. Taxes, Yield Protection and Illegality		47
3.01	Taxes	47
3.02	Illegality	50
3.03	Inability to Determine Rates	51
3.04	Increased Costs; Reserves on Eurodollar Rate Loans	51
3.05	Compensation for Losses	53
3.06	Mitigation Obligations; Replacement of Lenders	53
3.07	Survival	54
Article IV. Borrowing Base		54
4.01	Initial Borrowing Base	54
4.02	Changes in Borrowing Base Calculation	54
4.03	Requests for Admission into Borrowing Base	54
4.04	Eligibility	54
4.05	Approval of Borrowing Base Properties	55
4.06	Liens on Borrowing Base Properties	55
4.07	Notice of Admission of New Borrowing Base Properties	55
4.08	Appraisals of Borrowing Base Properties	55
4.09	Release of Borrowing Base Property	56
4.10	Documentation Required with Respect to Borrowing Base Properties	56

Section		Page
4.11	Florida Equity Pledge Property	57
4.12	New York Equity Pledge Properties	58
Article V. Conditions Precedent to Credit Extensions		59
5.01	Conditions of Initial Credit Extension	59
5.02	Conditions to all Credit Extensions	60
Article VI. Representations and Warranties		61
6.01	Existence, Qualification and Power; Compliance with Laws	61
6.02	Authorization; No Contravention	61
6.03	Governmental Authorization; Other Consents	61
6.04	Binding Effect	61
6.05	Financial Statements; No Material Adverse Effect	61
6.06	Litigation	62
6.07	No Default	62
6.08	Ownership of Property; Liens; Equity Interests	62
6.09	Environmental Compliance	63
6.10	Insurance	63
6.11	Taxes	64
6.12	ERISA Compliance	64
6.13	Margin Regulations; Investment Company Act	64
6.14	Disclosure	65
6.15	Compliance with Laws	65
6.16	Taxpayer Identification Number	65
6.17	Intellectual Property; Licenses, Etc.	65
6.18	Representations Concerning Leases	65
6.19	Solvency	66
6.20	REIT Status of Parent	66
6.21	Labor Matters	66
6.22	Ground Lease Representation	66
6.23	Borrowing Base Properties	66
Article VII. Affirmative Covenants		67
7.01	Financial Statements	67
7.02	Certificates; Other Information	68
7.03	Notices	69
7.04	Payment of Obligations	70
7.05	Preservation of Existence, Etc.	70
7.06	Maintenance of Properties	71
7.07	Maintenance of Insurance	71
7.08	Compliance with Laws	72
7.09	Books and Records	73
7.10	Inspection Rights	73
7.11	Use of Proceeds	73
7.12	Environmental Matters	73
7.13	Condemnation, Casualty and Restoration	75
7.14	Ground Leases	79
7.15	Borrowing Base Properties	80
7.16	Subsidiary Guarantor Organizational Documents	80

ii

Section		Page
Article VIII. Negative Covenants		80
8.01	Liens	80
8.02	Investments	82
8.03	Fundamental Changes	82
8.04	Restricted Payments	82
8.05	Change in Nature of Business	83
8.06	Transactions with Affiliates	83
8.07	Burdensome Agreements	83
8.08	Use of Proceeds	83
8.09	Borrowing Base Properties; Ground Leases	83
8.10	Lease Approval	84
8.11	Environmental Matters	84
8.12	Negative Pledge	85
8.13	Financial Covenants	85
Article IX. Events of Default and Remedies		86
9.01	Events of Default	86
9.02	Remedies Upon Event of Default	88
9.03	Application of Funds	88
Article X. Administrative Agent		89
10.01	Appointment and Authority	89
10.02	Rights as a Lender	89
10.03	Exculpatory Provisions	90
10.04	Reliance by Administrative Agent	90
10.05	Delegation of Duties	91
10.06	Resignation of Administrative Agent	91
10.07	Non-Reliance on Administrative Agent and Other Lenders	92
10.08	No Other Duties, Etc.	92
10.09	Administrative Agent May File Proofs of Claim	92
10.10	Collateral and Guaranty Matters	93
10.11	Administrative Agent Advances	93
Article XI. Miscellaneous		94
11.01	Amendments, Etc.	94
11.02	Notices; Effectiveness; Electronic Communication	95
11.03	No Waiver; Cumulative Remedies; Enforcement	97
11.04	Expenses; Indemnity; Damage Waiver	98
11.05	Payments Set Aside	101
11.06	Successors and Assigns	101
11.07	Treatment of Certain Information; Confidentiality	105
11.08	Right of Setoff	106
11.09	Interest Rate Limitation	106
11.10	Counterparts; Integration; Effectiveness	106
11.11	Survival of Representations and Warranties	106
11.12	Severability	107
11.13	Replacement of Lenders	107
11.14	Governing Law; Jurisdiction; Etc.	107
11.15	Waiver of Jury Trial	108
11.16	No Advisory or Fiduciary Responsibility	109
11.17	Electronic Execution of Assignments and Certain Other Documents	109

iii

Section		Page
11.18	USA PATRIOT Act	109
11.19	ENTIRE AGREEMENT	109
SIGNATURES		S-1

iv

Section	Page
SCHEDULES
2.01	Commitments and Applicable Percentages
4.01	Initial Borrowing Base Properties
6.06	Litigation
6.09	Environmental Matters
6.17	Intellectual Property Matters
8.01	Existing Liens
11.02	Administrative Agent’s Office; Certain Addresses for Notices
EXHIBITS
Form of
A	Loan Notice
B	Note
C	Compliance Certificate
D-1	Assignment and Assumption
D-2	Administrative Questionnaire
E	Borrowing Base Report
F	New York Mortgage

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of __, 2010, among DLC REALTY, L.P., a Delaware limited partnership (“Borrower”), DLC REALTY TRUST, INC., a Maryland corporation and the sole general partner of Borrower (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article I.

Definitions and Accounting Terms

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Appraisal” means an MAI appraisal that is (a) compliant with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all other Laws applicable to Administrative Agent or Lenders, and the Uniform Standards of Professional Appraisal Practice, (b) in form and substance reasonably acceptable to Administrative Agent and Required Lenders, and (c) prepared by an independent appraisal firm selected by Administrative Agent and reasonably acceptable to Required Lenders.

“Acceptable Environmental Report” means, with respect to a Property, either (a) an ASTM E1527-05 compliant Phase I environmental site assessment with respect to such Property stating, among other things, that such Property is free of Recognized Environmental Conditions (as defined in ASTM E1527-05), relating to Hazardous Materials (other than with respect to de minimis conditions as that term is referenced in ASTM E1527-05), or (b) if the presence of Hazardous Materials (other than with respect to de minimis conditions) has been detected, an environmental report, which includes at a minimum, an ASTM E1903-97(2002) compliant Phase II environmental site assessment, indicating the nature and extent of the remediation necessary to address that contamination on such Property and, in each case, by a licensed environmental engineering firm, and of scope and in form and substance reasonably acceptable to Administrative Agent. All final written reports from such engineering firm shall promptly be made available and communicated to Administrative Agent.

“Acceptable Ground Lease” means a ground lease with respect to an Acceptable Property executed by a Mortgagor, as lessee, that has a remaining lease term (including extension or renewal rights) of at least twenty-five (25) years, calculated as of the date such Acceptable Property is admitted into the Borrowing Base, and that Administrative Agent determines, in its reasonable discretion, is a financeable ground lease.

“Acceptable Property” means a Property (a) that is approved by Administrative Agent and Required Lenders, or (b) that is approved by Administrative Agent and meets the following requirements:

(i) such Property is wholly-owned by, or ground leased pursuant to an Acceptable Ground Lease to, Borrower or a Subsidiary Guarantor free and clear of any Liens (other than Liens permitted by Section 8.01);

(ii) such Property is a multi-tenant retail property located within the United States; and

(iii) if such Property is owned by, or ground leased pursuant to an Acceptable Ground Lease to, a Subsidiary Guarantor, then the Equity Interests of such Subsidiary Guarantor are owned, directly or indirectly by Borrower, free and clear of any Liens other than Liens permitted by Section 8.01.

“Adjusted NOI” means, with respect to any Property for any period, an amount equal to (a) the aggregate gross revenues from the operations of such Property during such period, minus (b) the sum of (i) all expenses and other proper charges incurred in connection with the operation of such Property during such period (including real estate taxes, but excluding any management fees, debt service charges, income taxes, depreciation, amortization and other non-cash expenses), (ii) a management fee equal to the greater of (A) three percent (3%) of the aggregate net revenues from the operations of such Property during such period and (B) actual management fees paid, and (iii) a replacement reserve of $0.15 per square foot. Notwithstanding anything to the contrary contained herein, (x) Adjusted NOI for any Property for the period ending September 30, 2010 shall be the Adjusted NOI for such Property for the three (3) month period then ended times four (4), (y) Adjusted NOI for any Property for the period ending December 31, 2010 shall be the Adjusted NOI for such Property for the six (6) month period then ended times two (2), and (z) Adjusted NOI for any Property for the period ending March 31, 2011 shall be the Adjusted NOI for such Property for the nine (9) month period then ended times 1.33.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent Advances” has the meaning specified in Section 10.11(a).

“Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as Administrative Agent may from time to time notify Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Lender to make Loans and the obligation of L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most-recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

2

“Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most-recent Compliance Certificate received by Administrative Agent pursuant to Section 7.02(b):

Applicable Rate

Pricing Level	Consolidated Leverage Ratio	Letters of Credit		Eurodollar Rate +		Base Rate +
1	£ 0.50:1	3.00	%	3.00	%	2.00	%
2	> 0.50:1 but £ 0.60:1	3.25	%	3.25	%	2.25	%
3	> 0.60:1	4.00	%	4.00	%	3.00	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first (1^st) Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b); provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of Required Lenders, Pricing Level 3 shall apply as of the first (1^st) Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date until adjusted as set forth above shall be set at Pricing Level __ (based upon the Pro Forma Financial Statements).

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.09(b).

“Appraised Value” means, with respect to any Property as of any date, the appraised value of such Property on an “as-is” basis as set forth in the most-recent Acceptable Appraisal as received by Administrative Agent pursuant to Section 4.08 or Section 4.10(h), as applicable.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignee Group” means two (2) or more Eligible Assignees that are Affiliates of one another or two (2) or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by Administrative Agent, in substantially the form of Exhibit D-1 or any other form approved by Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means (a) prior to the delivery of the financial statements of Parent required pursuant to Section 7.01(a) for the fiscal year ending December 31, 2010, the audited consolidated balance sheet of Parent for the fiscal year ended December 31, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Parent, including the notes thereto, and (b) after the delivery of the financial statements of Parent required pursuant to Section 7.01(a) for the fiscal year ending December 31, 2010, the most-recent financial statements furnished pursuant to Section 7.01(a).

3

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.

“Available Loan Amount” means, as of any date of determination, the lesser of (a) the Aggregate Commitments and (b) the Borrowing Base.

“Award” means any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Borrowing Base Property.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one half of one percent (1/2 of 1%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus one percent (1.00%). The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Borrowing Base” means, as of any date of determination, the lesser of (a) the product of (i) sixty percent (60%) times (ii) the aggregate Appraised Values of the Borrowing Base Properties, and (b) the Implied Loan Amount.

Notwithstanding the foregoing, the calculation of the Borrowing Base shall be limited as follows:

(i) the amount of the Borrowing Base attributable to any individual Borrowing Base Property shall not exceed twenty-five percent (25%) of the Borrowing Base; and

(ii) the amount of the Borrowing Base attributable to all Borrowing Base Properties subject to Acceptable Ground Leases shall not exceed twenty-five percent (25%) of the Borrowing Base.

“Borrowing Base Properties” means each Acceptable Property that either (a) is an Initial Borrowing Base Property or (b) becomes a Borrowing Base Property pursuant to Section 4.03, but excluding any Acceptable Properties that have been released from the Borrowing Base pursuant to Section 4.09, and “Borrowing Base Property” means any one of the Borrowing Base Properties.

4

“Borrowing Base Report” means a report in substantially the form of Exhibit E (or such other form approved by Administrative Agent) certified by a Responsible Officer of Borrower.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Capital Lease” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP.

“Capital Lease Obligations” means, with respect to any Person for any period, the capitalized amount of obligations under Capital Leases for such Person for such period as determined in accordance with GAAP.

“Capitalization Rate” means eight and three-quarter percent (8.75%); provided that if Borrower elects to exercise its option to extend the Initial Maturity Date to the Extended Maturity Date pursuant to Section 2.13, Required Lenders may (but are not obligated to), on a one-time basis, increase the Capitalization Rate by up to one half of one percent (0.50%) on the effective date of such extension. Administrative Agent shall notify Borrower of any increase in the Capitalization Rate within ten (10) Business Days of receipt of the request for extension from Borrower pursuant to Section 2.13.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of Administrative Agent or L/C Issuer (as applicable) and the Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if L/C Issuer benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) Administrative Agent and (b) L/C Issuer. The term “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Casualty” has the meaning specified in Section 7.13(b).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty; (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed

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to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of Parent entitled to vote for members of the board of directors or equivalent governing body of Parent on a fully-diluted basis (and taking into account all such Equity Interests that such person or group has the right to acquire pursuant to any option right);

(b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c) Parent shall cease to (i) be the sole general partner of Borrower or (ii) own, directly or indirectly, greater than fifty percent (50%) of the Equity Interests of Borrower; or

(d) Borrower shall cease to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of any Subsidiary Guarantor free and clear of any Liens (other than Liens in favor of Administrative Agent) unless Borrower removes the Borrowing Base Property owned by such Subsidiary Guarantor from the Borrowing Base in accordance with Section 4.09.

“Closing Date” means the first date all the conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 11.01.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means the Real Estate Collateral, the Personal Property Collateral, the Equity Interest Collateral, and all other property of the Companies on which Liens have been granted to Administrative Agent, for the benefit of the Lenders, to secure the Obligations.

“Commitment” means, as to each Lender, its obligation to (a) make Loans to Borrower pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Companies” means, without duplication, Parent and its Subsidiaries (including Borrower), and “Company” means any one of the Companies.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

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“Condemnation” means a temporary or permanent taking by any Governmental Authority as the result, in lieu, or in anticipation, of the exercise of the right of condemnation or eminent domain of all or any part of any Borrowing Base Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting any Borrowing Base Property or any part thereof.

“Condemnation Proceeds” has the meaning specified in the definition of Restoration Net Proceeds.

“Consolidated Debt Service Coverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate Adjusted NOI with respect to the Borrowing Base Properties for the four-(4-)quarter period most-recently ended for which financial statements are available divided by (b) pro forma debt service on an amount equal to Total Outstandings assuming a thirty-(30-)year amortization and an interest rate equal to the greater of (i) eight percent (8.0%) per annum and (ii) the sum of (A) the most-recent rate published on such date in the United States Federal Reserve Statistical Release (H.15) for ten-(10-)year Treasury Constant Maturities plus (B) three percent (3.0%).

“Consolidated EBITDA” means, for any Person for any period, an amount equal to (a) Consolidated Net Income, plus (b) the sum of the following (without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period): (i) income tax expense; (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness; (iii) depreciation and amortization expense; (iv) amortization of intangibles (including goodwill) and organization costs; (v) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business); and (vi) any other non-cash charges, minus (c) the sum of the following (to the extent included in the statement of such Consolidated Net Income for such period): (i) interest income (except to the extent deducted in determining such Consolidated Net Income); (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business); (iii) any other non-cash income; and (iv) any cash payments made during such period in respect of items described in clause (b)(v) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income.

“Consolidated Fixed Charges” means, for any Person for any period, the sum (without duplication) of (a) Consolidated Interest Expense, (b) provision for cash income taxes made by such Person on a consolidated basis in respect of such period, (c) scheduled principal payments made during such period on account of Indebtedness of such Person, and (d) Restricted Payments paid in cash with respect to preferred Equity Interests of such Person during such period.

“Consolidated Floating Rate Debt” means, for any Person as of any date of determination, Consolidated Total Debt of such Person bearing interest based on an index that floats, or otherwise changes from time to time without the benefit of an interest rate hedge or other interest rate protection agreement that fixes the rate through the Maturity Date.

“Consolidated Interest Expense” means, for any Person for any period, the total interest expense (including that attributable to Capital Lease Obligations) of such Person for such period with respect to all outstanding Indebtedness of such Person (including all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Swap Contracts in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

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“Consolidated Leverage Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Consolidated Total Debt, divided by (b) Total Asset Value.

“Consolidated Net Income” means, for any Person for any period, the consolidated net income (or loss) of such Person for such period, determined on a consolidated basis; provided that in calculating Consolidated Net Income of the Companies for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Parent or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Company) in which any Company has an ownership interest, except to the extent that any such income is actually received by such Company in the form of dividends or similar distributions, and (c) the undistributed earnings of any Subsidiary of any Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or requirement of Law applicable to such Subsidiary.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of all Indebtedness of the Companies on such date, determined on a consolidated basis in accordance with GAAP.

“Construction in Progress” means each Property that is either (a) new ground up construction or (b) under renovation in which (i) greater than thirty percent (30%) of the square footage of such Property is unavailable for occupancy due to renovation and (ii) no rents are being paid on such square footage. A Property will cease to be classified as “Construction in Progress” on the earlier to occur of (A) the time that such Property has an Occupancy Rate of greater than seventy percent (70%), or (B) one hundred eighty (180) days after completion of construction or renovation of such Property, as applicable.

“Contamination” means the presence of Hazardous Materials in amounts exceeding regulatory action levels.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Customary Recourse Exceptions” means, with respect to any Indebtedness, personal recourse that is limited to fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities, prohibited transfers, violations of single purposes entity covenants, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financing of Real Property.

“Daily Usage” means, as of any date, the quotient (expressed as a percentage) of (a) the Total Outstandings on such date, divided by (b) the Aggregate Commitments on such date.

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

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) two percent (2%) per annum; provided that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus two percent (2%) per annum.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that, as reasonably determined by Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit, within three (3) Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a good faith dispute, (b) has notified Borrower, Administrative Agent or any Lender that it will not comply with its funding obligations or has made an express public statement to that effect with respect to its funding obligations hereunder unless the subject of a good faith dispute or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by Administrative Agent (based on the belief that such Lender may not fulfill its funding obligations), to confirm in a manner reasonably satisfactory to Administrative Agent that it will comply with its funding obligations unless the subject of a good faith dispute, provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt by Administrative Agent of such confirmation, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Disposition” or “Dispose” means the sale, transfer, license, lease (other than a real estate lease entered into in the ordinary course of business as part of Property leasing operations) or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith but excluding any arrangement constituting a Lien.

“Dollar” and “$” mean lawful money of the United States.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environmental Assessment” has the meaning specified in Section 7.12(b).

“Environmental Claim” means any investigative, enforcement, cleanup, removal, containment, remedial, or other private or governmental or regulatory action at any time instituted or completed pursuant to any applicable Environmental Requirement against any Company or against or with respect to any Real Property or any condition, use, or activity on any Real Property (including any such action

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against Administrative Agent or any Lender), and any claim at any time made by any Person against any Company or against or with respect to any Real Property or any condition, use, or activity on any Real Property (including any such claim against Administrative Agent or any Lender), relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from or in any way arising in connection with any Hazardous Material or any Environmental Requirement.

“Environmental Damages” means all liabilities (including strict liability), losses, damages (including consequential, special, exemplary or punitive damages), judgments, penalties, fines, costs and expenses (including fees, Costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

(a) the presence of any Hazardous Material on any Borrowing Base Property, or any escape, seepage, leakage, spillage, emission, release, discharge or disposal of any Hazardous Material on or from any Borrowing Base Property, or the migration or release or threatened migration or release of any Hazardous Material to, from or through any Borrowing Base Property, on or before the Release Date; or

(b) any act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination, clean up, transport or disposal of any Hazardous Material which is at any time on or before the Release Date present on any Borrowing Base Property; or

(c) the breach of any representation, warranty, covenant or agreement contained in this Agreement because of any event or condition occurring or existing on or before the Release Date; or

(d) any violation on or before the Release Date, of any Environmental Requirement in effect on or before the Release Date, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or

(e) any Environmental Claim, or the filing or imposition of any environmental Lien against any Borrowing Base Property, because of, resulting from, in connection with, or arising out of any of the matters referred to in subparagraphs (a) through (d) preceding;

and regardless of whether any of the foregoing was caused by Borrower, any other Loan Party or their respective tenant or subtenant, or a prior owner of a Borrowing Base Property or its tenant or subtenant, or any third party including (i) injury or damage to any person, property or natural resource occurring on or off of a Borrowing Base Property including the cost of demolition and rebuilding of any improvements on any Real Property; (ii) the investigation or remediation of any such Hazardous Material or violation of Environmental Requirement including the preparation of any feasibility studies or reports and the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required by any Environmental Requirement or necessary to have full use and benefit of Borrowing Base Properties as contemplated by the Loan Documents (including any of the same in connection with any foreclosure action or transfer in lieu thereof); (iii) all liability to pay or indemnify any Person or Governmental Authority for costs expended in connection with any of the foregoing; (iv) the investigation and defense of any claim, whether or not such claim is ultimately withdrawn or defeated; and (v) the settlement of any claim or judgment. “Costs” as used in this definition shall also include any diminution in the value of the security afforded by the Borrowing Base Property or any future reduction of the sales price of any Borrowing Base Property by reason of any matter set forth in Section 7.12 or Section 8.11.

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“Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Requirement” means any Environmental Law, agreement or restriction, as the same now exists or may be changed or amended or come into effect in the future, which pertains to any Hazardous Material or the environment including ground or air or water or noise pollution or contamination, and underground or aboveground tanks.

“Equity Interest Collateral” means one hundred percent (100%) of the Equity Interests in each Mortgagor.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means the issuance or sale by any Person of any of its Equity Interests or any capital contribution to such Person by the holders of its Equity Interests.

“Equity Pledge Properties” means the Florida Equity Pledge Property and the New York Equity Pledge Properties, and “Equity Pledge Property” means any one of the Equity Pledge Properties.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042(a)(1) or (2) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or notification that a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Parent or any ERISA Affiliate.

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“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the greater of (i) one percent (1.00%) and (ii) (A) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (B) if such rate is not available at such time for any reason, then the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on the first (1^st) day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one (1) month commencing that day or (ii) if such published rate is not available at such time for any reason, then the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one (1) month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Event of Default” has the meaning specified in Section 9.01.

“Excluded Funded Debt” means Indebtedness that is unsecured and has an initial tenor of five (5) years or greater.

“Excluded Taxes” means, with respect to Administrative Agent, any Lender, L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (d) any withholding Taxes implied by Section 501 of the Hiring Incentives to Restore Employment Act (HR284), and (e) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 11.13), any withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to

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the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (c).

“Extended Maturity Date” means __, 2014.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Administrative Agent.

“Fee Letter” means the letter agreement, dated May 5, 2010, among Borrower, Administrative Agent and the Joint Lead Arrangers.

“Florida Equity Pledge Property” means the Borrowing Base Property referred to as Highland Square, Jacksonville, Florida.

“Florida Mortgage” has the meaning specified in Section 4.11(a).

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which Borrower is resident for tax purposes (including such a Lender when acting in the capacity of L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, Cash Collateralized in accordance with the terms hereof, or cancelled in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funds from Operations” means, for any Person for any period, the sum of (a) Consolidated Net Income plus (b) depreciation and amortization expense determined in accordance with GAAP excluding amortization expense attributable to capitalized debt costs; provided that there shall not be included in such calculation (i) any proceeds of any insurance policy other than rental or business interruption

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insurance received by such Person, (ii) any gain or loss which is classified as “extraordinary” in accordance with GAAP, (iii) any capital gains and taxes on capital gains, (iv) income (or loss) associated with third-party ownership of non-controlling Equity Interests, and (v) gains or losses on the sale of discontinued operations as detailed in the most-recent financial statements delivered pursuant to Section 7.01(a) or (b), as applicable.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, Equity Interests or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lesser of (y) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (z) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranties” means the Parent Guaranty and the Subsidiary Guaranties, and “Guaranty” means any one of the Guaranties.

“Guarantors” means, collectively, Parent and each Subsidiary Guarantor, and “Guarantor” means any one of the Guarantors.

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

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“Implied Loan Amount” means, as of any date of determination, the amount of Indebtedness that would result, on a proforma basis, in a Consolidated Debt Service Coverage Ratio as of such date of determination equal to 1.60 to 1.0; provided that in calculating such proforma Consolidated Debt Service Coverage Ratio, the Adjusted NOI of any Borrowing Base Property shall not exceed twenty-five percent (25%) of the aggregate Adjusted NOI for all Borrowing Base Properties.

“Improvements” means any Mortgagor’s interest in and to all on site improvements to the Borrowing Base Properties, together with all fixtures, tenant improvements, and appurtenances now or later to be located on the Borrowing Base Properties and/or in such improvements.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, either (i) not past due for more than one hundred and eighty (180) days after the date on which such trade account payable was created or (ii) being contested in good faith by appropriate proceedings diligently conducted);

(d) Capital Lease Obligations and Synthetic Lease Obligations;

(e) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(f) all Guarantees of such Person in respect of any of the foregoing;

(g) all obligations of the kind referred to in clauses (a) through (f) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but limited to the lesser of (i) the fair market value of the property subject to such Lien and (ii) the aggregate amount of the obligations so secured; and

(h) for purposes of Section 9.01(f) only, all obligations of such Person under Swap Contracts.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such

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entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease Obligations or Synthetic Lease Obligation on any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Initial Borrowing Base Properties” means the Acceptable Properties listed on Schedule 4.01, and “Initial Borrowing Base Property” means any one of the Initial Borrowing Base Properties.

“Initial Maturity Date” means __, 2013.

“Insurance Proceeds” has the meaning specified in the definition of Restoration Net Proceeds.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, then the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan, the last Business Day of each March, June, September, and December and the Maturity Date.

“Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3), or six (6) months thereafter, as selected by Borrower in its Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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“IPO” means the initial public offering of Parent’s common Equity Interests (a) pursuant to which Parent has received net cash proceeds of at least $375,000,000, and (b) resulting in such common Equity Interests being traded on the New York Stock Exchange.

“IP Rights” has the meaning specified in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by L/C Issuer and Borrower (or any Subsidiary) or in favor of L/C Issuer and relating to such Letter of Credit.

“Joint Lead Arrangers” means Banc of America Securities LLC and Barclays Capital, the investment banking division of Barclays Bank PLC, in their capacity as joint lead arranger and joint book manager.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

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“Lease” means each existing or future lease, sublease (to the extent of any Mortgagor’s rights thereunder), license, or other agreement (other than an Acceptable Ground Lease) under the terms of which any Person has or acquires any right to occupy or use any Property, or any part thereof, or interest therein, and each existing or future guaranty of payment or performance thereunder.

“Lender” has the meaning specified in the introductory paragraph hereto.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means, as of any date, an amount equal to fifteen percent (15%) of the Aggregate Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing).

“Loan” has the meaning specified in Section 2.01.

“Loan Documents” means this Agreement, each Note, the Security Documents, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement, the Fee Letter, and the Guaranties.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, Borrower, each Guarantor, and each Pledgor, and “Loan Party” means any one of the Loan Parties.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Major Lease” means each Lease of a Borrowing Base Property (or any portion thereof) covering in excess of either (a) 20,000 square feet or (b) twenty percent (20%) of the rentable square footage of such Borrowing Base Property.

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“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the business, assets, operations, or financial condition of the Companies, taken as a whole; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect, or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Title Defects” means, with respect to any Borrowing Base Property, defects, Liens (other than Liens for local real estate taxes and similar local governmental charges), and other encumbrances in the nature of easements, servitudes, restrictions, and rights-of-way that would customarily be deemed unacceptable title exceptions for a prudent lender (i.e., a prudent lender would reasonably determine that such exceptions, individually or in the aggregate, materially impair the value or operations of such Borrowing Base Property, would prevent such Borrowing Base Property from being used in the manner in which it is currently being used, or would result in a violation of any Law which would have a material and adverse effect on such Borrowing Base Property); provided that Material Title Defects shall not include any Liens or other encumbrances that existed as of the date of this Agreement and that are reflected in the Title Insurance Commitments or that are listed on Schedule 8.01.

“Maturity Date” means (a) if the Initial Maturity Date is not extended to the Extended Maturity Date pursuant to Section 2.13, then the Initial Maturity Date, and (b) if the Initial Maturity Date is extended to the Extended Maturity Date pursuant to Section 2.13, then the Extended Maturity Date; provided that in each case, if such date is not a Business Day, then the Maturity Date shall be the next preceding Business Day.

“Mortgages” means each Mortgage (or Deed of Trust or Deed to Secure Debt, as applicable), Security Agreement, Financing Statement, and Assignment of Leases or similarly titled document, each executed by a Mortgagor, to or for the benefit of Administrative Agent, for the benefit of the Lenders, covering the Real Estate Collateral and Personal Property Collateral.

“Mortgagors” means, collectively, each Subsidiary Guarantor either (a) executing a Mortgage (including the Florida Mortgage) or (b) required to execute a Mortgage after the occurrence of an Event of Default pursuant to Section 4.12, and “Mortgagor” means any one of the Mortgagors.

“Multiemployer Plan” means any employee benefit plan described in Section 4001(a)(3) of ERISA, to which Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two (2) or more contributing sponsors (including Parent or any ERISA Affiliate) at least two (2) of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“New York Equity Pledge Properties” means the following Borrowing Base Properties:

(a) Mid Valley Mall, Newburgh, New York; and

(b) Mall at 59, Nanuet, New York.

“New York Mortgages” has the meaning specified in Section 4.12(b).

“Non-Recourse Indebtedness” means, for any Person, any Indebtedness of such Person in which (a) recourse of the applicable holder of such Indebtedness for non-payment is limited to such holder’s Liens on a particular asset or group of assets (except to the extent that the assets on which such holder has a Lien and to which its recourse for non-payment is limited consists solely of cash or cash equivalents, to

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which extent such Indebtedness shall not be deemed to be Non-Recourse Indebtedness), or (b) the holder may look to such Person personally for repayment (but not to any constituent owner of such Person or any other Company other than for Customary Recourse Exceptions) and such Person is a special purpose entity owning only Real Property and related assets that secures such Indebtedness.

“Note” means a promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that all references to the “Obligations” in the Subsidiary Guaranty and the Security Documents, and any other Guaranties, security agreements, or pledge agreements delivered to Administrative Agent to Guarantee, or create or evidence Liens securing, the Obligations shall, in addition to the foregoing, include all present and future indebtedness, liabilities, and obligations now or hereafter owed to Administrative Agent, any Lender, or any Affiliate of Administrative Agent or any Lender arising from, by virtue of, or pursuant to any Swap Contract that relates solely to the Obligations.

“Occupancy Rate” means, for any Property, the percentage of the rentable area of such Property occupied by bona fide tenants of such Property or leased by tenants pursuant to bona fide tenant Leases, in each case, which tenants are current on all rent or other similar payments due under such Leases and paying cash rent.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

“Parent” has the meaning specified in the introductory paragraph hereto.

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“Parent Guaranty” means the Guaranty Agreement executed by Parent in favor of Administrative Agent, for the benefit of the Lenders, in form and substance acceptable to Administrative Agent.

“Participant” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Distributions” means (a) for Parent for any fiscal year of Parent, Restricted Payments in an amount not to exceed in the aggregate the greater of (i)(A) one hundred percent (100%) of Funds from Operations of the Companies during the period from the Closing Date through __, 2011, and (B) ninety-five percent (95%) of Funds from Operations of the Companies thereafter, and (ii) the amount of distributions required to be paid by Parent in order for Parent to qualify as a REIT, and (b) for Borrower for any fiscal year of Borrower, Restricted Payments in an amount not to exceed in the aggregate the greater of (i)(A) one hundred percent (100%) of Funds from Operations of Borrower during the period from the Closing Date through __, 2011, and (B) ninety-five percent (95%) of Funds from Operations of Borrower and its Subsidiaries thereafter, and (ii) the amount of distributions required to be paid by Borrower to Parent in order for Parent to qualify as a REIT.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Personal Property” has the meaning specified in the granting clause of the Mortgages.

“Personal Property Collateral” means the Personal Property of a Mortgagor in which security interests are granted to Administrative Agent, for the benefit of the Lenders, under the Mortgages.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of Parent or any ERISA Affiliate or any such Plan to which Parent or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Plans” means the plans and specifications for the Borrowing Base Properties, including existing or proposed Improvements, and all modifications thereof and additions thereto that are included as part of the Plans in accordance with the terms of this Agreement.

“Platform” has the meaning specified in Section 7.02.

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“Pledge Agreement” means each Pledge Agreement or similarly titled document, executed by a Pledgor, to or for the benefit of Administrative Agent, for the benefit of the Lenders, covering the Equity Interest Collateral.

“Pledgors” means, collectively, each Person that owns Equity Interests in a Mortgagor and the general partner of each Mortgagor that is a limited partnership, and “Pledgor” means any one of the Pledgors.

“Pro Forma Financial Statements” has the meaning specified in Section 6.05(c).

“Property” means any Real Property which is owned or ground leased, directly or indirectly, by a Company.

“Property Information” has the meaning specified in Section 4.03.

“Public Lender” has the meaning specified in Section 7.02.

“Real Estate Collateral” means each Borrowing Base Property owned by a Mortgagor that has been pledged or mortgaged to Administrative Agent, for the benefit of the Lenders.

“Real Property” of any Person means all of the right, title, and interest of such Person in and to land, improvements, and fixtures.

“Recourse Indebtedness” “means Indebtedness that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Recourse Exceptions shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

“Register” has the meaning specified in Section 11.06(c).

“REIT” means a “real estate investment trust” in accordance with Section 856 of the Code.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release Date” means the earlier of: (a) the date on which the Obligations have been paid in full and the Mortgages have been released; and (b) the date on which the Liens of the Mortgages are fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Borrowing Base Properties has been given to and accepted by the purchaser or Administrative Agent free of occupancy and claims to occupancy by the Companies and their respective heirs, devisees, representatives, successors, and assigns; provided that if such payment, performance, release, foreclosure, or conveyance is challenged, in bankruptcy proceedings or otherwise, the Release Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice, or otherwise barred by Law from further assertion.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

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“Required Lenders” means, as of any date of determination, Lenders having more than sixty-six and two-thirds percent (66-2/3%) of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, Lenders holding in the aggregate more than sixty-six and two-thirds percent (66-2/3%) of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, treasurer, assistant treasurer or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restoration” means, following the occurrence of a Casualty or a Condemnation which is of a type necessitating the repair of a Borrowing Base Property, the completion of the repair and restoration of such Borrowing Base Property to a condition no worse than such Borrowing Base Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Administrative Agent, and in accordance with applicable Laws.

“Restoration Net Proceeds” means: (a) the net amount of all insurance proceeds received by Administrative Agent as a result of a Casualty, after deduction of the reasonable costs and expenses (including reasonable counsel fees), if any, in collecting the same (“Insurance Proceeds”); or (b) the net amount of the Award as a result of a Condemnation, after deduction of the reasonable costs and expenses (including reasonable counsel fees), if any, in collecting the same (“Condemnation Proceeds”), whichever the case may be.

“Restricted Payment” means any dividend or other distribution (whether in cash, Equity Interests or other property) with respect to any capital stock or other Equity Interest of Borrower or any Subsidiary, or any payment (whether in cash, Equity Interests or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to Borrower’s stockholders, partners or members (or the equivalent Person thereof).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Documents” means:

(a) the Pledge Agreements;

(b) the Mortgages;

(c) to the extent required by the Law of the state where a Borrowing Base Property is located, Assignments of Leases and Rents executed by the applicable Mortgagor;

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(d) financing statements to be filed with the appropriate state and/or county offices for the perfection of a security interest in any of the Collateral;

(e) estoppel letters, consents, comfort letters, or other confirming agreements and/or subordination, non-disturbance and attornment agreements executed by each tenant under a Major Lease; and

(f) all other agreements, documents, and instruments securing the Obligations or any part thereof, as shall from time to time be executed and delivered by Borrower, Subsidiary Guarantors, or any other Person in favor of Administrative Agent.

“Share” means, for any Person, such Person’s share of the assets, liabilities, revenues, income, losses, or expenses of any Unconsolidated Affiliate based upon such Person’s percentage ownership of Equity Interest of such Unconsolidated Affiliate.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

“Subsidiary Guarantors” means, as of any date, all Subsidiaries of Borrower owning a Borrowing Base Property and the general partner of any such Subsidiary that is a limited partnership, and “Subsidiary Guarantor” means any one of the Subsidiary Guarantors.

“Subsidiary Guaranty” means the Guaranty Agreement executed by each Subsidiary Guarantor in favor of Administrative Agent, for the benefit of the Lenders, in form and substance acceptable to Administrative Agent.

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

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

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“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet, or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tangible Net Worth” means, as of any date, (a) Total Asset Value minus (b) the sum of (i) Consolidated Total Debt and (ii) to the extent included in the calculation of Total Asset Value, goodwill and other intangible assets.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” means (a) $20,000,000 with respect to Recourse Indebtedness, (b) $100,000,000 with respect to all Non-Recourse Indebtedness, and (c) $20,000,000 with respect to all other amounts.

“Title Company” means Stewart Title Guaranty Company or such other title insurance company reasonably acceptable to Administrative Agent.

“Title Insurance Commitments” means the commitments to issue the Title Insurance Policies, issued by the Title Company for each Borrowing Base Property, along with copies of all instruments creating or evidencing exceptions or encumbrances to title.

“Title Insurance Policies” means an ALTA title insurance policy (or a title insurance policy promulgated by the Laws of the state in which the Property is located if an ALTA insurance policy is not available), issued by the Title Company in an amount equal to sixty percent (60%) of the Appraised Value of the relevant Property, insuring that the Mortgages constitute a valid lien covering the Property and all Improvements thereon, having the priority required by Administrative Agent and subject only to those exceptions and encumbrances (regardless of rank or priority) Administrative Agent approves, in a form acceptable to Administrative Agent, and as satisfactory to Administrative Agent with all “standard” exceptions which can be deleted, including the exception for matters which a current survey would show, deleted to the fullest extent authorized under applicable title insurance rules, and Borrower shall (or shall cause the applicable Mortgagor to) satisfy all requirements therefor permitted; containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed “not yet due and payable” and for subsequent years; providing full coverage against mechanics’ and materialmens’ liens to the extent authorized under applicable title insurance rules, and Borrower shall (or shall cause the applicable Mortgagor to) satisfy all requirements therefor; insuring that no restrictive covenants shown in the Title Insurance Policy have been violated, and that no violation of the restrictions will result in a reversion or forfeiture of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable (as coverage is available) fee simple (or, for ground leasehold, valid leasehold) title to the Property and Improvements is vested in Borrower; containing such affirmative coverage and endorsements as Administrative Agent may require and are available under applicable title insurance rules, and Borrower shall (or shall cause the applicable Mortgagor to) satisfy all requirements therefor; insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Property and/or the Improvements as part of the insured estate; insuring the right of access to the Property to the extent

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authorized under applicable title insurance rules, and Borrower shall (or shall cause the applicable Mortgagor to) satisfy all requirements therefor; containing provisions acceptable to Administrative Agent regarding advances and/or re-advances of Loan funds after closing, and “Title Insurance Policy” means any one of the Title Insurance Policies. Borrower and Borrower’s counsel shall not have any interest, direct or indirect, in the Title Company (or its agent) or any portion of the premium paid for the Title Insurance Policies.

“Total Asset Value” means, for the Companies, on a consolidated basis, as on any date, the sum of (a) an amount equal to (i) aggregate Adjusted NOI with respect to all Properties (without duplication from the assets in clauses (b) through (g) below) for the period of the four (4) fiscal quarters most-recently ended, divided by (ii) the Capitalization Rate, plus (b) the acquisition cost of each Property acquired during the period of the four (4) fiscal quarters most-recently ended, plus (c) the acquisition cost of Construction in Progress and the costs of improvements thereon and renovations thereof, plus (d) unrestricted cash and cash equivalents on such date, plus (e) the Companies Share of the forgoing items and components attributable to Unconsolidated Affiliates, plus (f) an amount equal to the book value of mortgage loans, construction loans, capital improvement loans, and other loans, in each case that are not in default and owned by a Company, plus (g) fifty percent (50%) of the book value of any undeveloped land. Notwithstanding the above and without duplication, so long as no Default has occurred and is continuing, Borrower may at any time, for purposes of calculating of the covenants set forth in Sections 8.02, 8.13(a), 8.13(d), and 8.13(e) elect to calculate amounts attributable to all (but not less than all) Borrowing Base Properties at either their aggregate Appraised Values or pursuant to clause (a) above.

“Total Funded Debt” means, as of any date, Consolidated Total Debt excluding intra-company Indebtedness, deferred income taxes, security deposits, accounts payable and accrued liabilities, and any prepaid rents, in each case determined in accordance with GAAP.

“Total Outstandings” means, as of any date, the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unconsolidated Affiliate” means any Person in which a Company has an Equity Interest and whose financial results would not be consolidated under GAAP with the financial results of Parent on the consolidated financial statements of Parent.

“United States” and “U.S.” mean the United States of America.

“Unrecorded Mortgages” has the meaning specified in Section 4.12(b).

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unused Rate” means the following percentages per annum based upon the Daily Usage as set forth below:

Daily Usage	Unused Rate
<50%	0.50	%
³50%	0.35	%

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1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Required Lenders); provided that until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Companies or to the determination of any amount for the Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

1.04 Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall, for purposes of determining the Total Outstandings, be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Article II.

The Commitments and Credit Extensions

2.01 Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Loan”) to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided that after giving effect to any Borrowing, (a) the Total Outstandings shall not exceed the Available Loan Amount, and (b) the aggregate Outstanding Amount of the Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment and the Available Loan Amount, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal

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amount of $2,500,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then (I) so long as no Event of Default exists, the applicable Loans shall be made as, or continued to, a Loan of the same Type and with an Interest Period of one (1) month and (II) if an Event of Default exists, then the applicable Loans shall be made as, or converted to, Base Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, then it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), Administrative Agent shall make all funds so received available to Borrower by 1:00 p.m. in like funds as received by Administrative Agent either by (i) crediting the account of Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by Borrower; provided that if, on the date the Loan Notice with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of Required Lenders.

(d) Administrative Agent shall promptly notify Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Loans.

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2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Available Loan Amount, (y) the aggregate Outstanding Amount of the Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) L/C Issuer shall not issue any Letter of Credit, if:

(A) subject to Section 2.03(b)(iii), the initial stated expiry date of the requested Letter of Credit (notwithstanding “evergreen” renewal provisions) would occur more than twelve (12) months after the date of issuance or last extension, unless Required Lenders have approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

(iii) L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain L/C Issuer from issuing the Letter of Credit, or any Law applicable to L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Issuer shall prohibit, or request that L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which L/C Issuer in good faith deems material to it;

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(B) the issuance of the Letter of Credit would violate one or more policies of L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by Administrative Agent and L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Lender is at that time a Defaulting Lender, unless L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to L/C Issuer (in its sole discretion) with Borrower or such Lender to eliminate L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) L/C Issuer shall not amend any Letter of Credit if L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and L/C Issuer shall have all of the benefits and immunities (A) provided to Administrative Agent in Article X with respect to any acts taken or omissions suffered by L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to L/C Issuer (with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application must be received by L/C Issuer and Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as Administrative Agent and L/C Issuer may

31

agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as L/C Issuer may require. Additionally, Borrower shall furnish to L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as L/C Issuer or Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Letter of Credit Application from Borrower and, if not, L/C Issuer will provide Administrative Agent with a copy thereof. Unless L/C Issuer has received written notice from any Lender, Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If Borrower so requests in any applicable Letter of Credit Application, then L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit L/C Issuer to prevent any such extension at least once in each twelve-(12-)month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-(12-)month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be required to make a specific request to L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that L/C Issuer shall not permit any such extension if (A) L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone

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or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from Administrative Agent that Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, L/C Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, L/C Issuer shall exercise commercially reasonable efforts to notify Borrower and Administrative Agent thereof within two (2) Business Days after receipt of such notice and of the date required for payment of such drawing under such Letter of Credit. Not later than 11:00 a.m. on the date of any payment by L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse L/C Issuer through Administrative Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse L/C Issuer by such time, Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice). Any notice given by L/C Issuer or Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. If such Base Rate Loans are so disbursed to pay an Unreimbursed Amount, then no Default or Event of Default shall be deemed to have occurred.

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of L/C Issuer at Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to Borrower in such amount. Administrative Agent shall remit the funds so received to L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of L/C Issuer.

(v) Each Lender’s obligation to make Loans or L/C Advances to reimburse L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against L/C Issuer, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse L/C Issuer for the amount of any payment made by L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to Administrative Agent for the account of L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, L/C Issuer shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of L/C Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if Administrative Agent receives for the account of L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by Administrative Agent.

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(ii) If any payment received by Administrative Agent for the account of L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by L/C Issuer in its discretion), each Lender shall pay to Administrative Agent for the account of L/C Issuer its Applicable Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of Borrower to reimburse L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary.

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will promptly, and in any event within three (3) Business Days, notify L/C Issuer. Borrower shall be conclusively deemed to have waived any such claim against L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, L/C Issuer shall not have any responsibility to obtain any

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document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee or any other Person at law or under any other agreement. None of L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against L/C Issuer, and L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by L/C Issuer’s willful misconduct or gross negligence or L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP. Unless otherwise expressly agreed by L/C Issuer and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

(h) Letter of Credit Fees. Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit; provided that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the tenth (10^th) Business Day after the end of each March, June, September and December, commencing with the first (1^st) such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

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(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at a rate per annum equal to one eighth of one percent (0.125%), computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth (10^th) Business Day after the end of each March, June, September and December in respect of the most-recently ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first (1^st) such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, Borrower shall pay directly to L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, Borrower shall be obligated to reimburse L/C Issuer hereunder for any and all drawings under such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04 Prepayments.

(a) Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

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(b) If for any reason the Total Outstandings at any time exceed the Available Loan Amount, then Borrower shall, within one (1) Business Day, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Available Loan Amount.

2.05 Termination or Reduction of Commitments.

(a) Voluntary. Borrower may, upon notice to Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period agreed to by Administrative Agent in writing) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Available Loan Amount, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, then the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

(b) Mandatory. If at any time (i) the Available Loan Amount is less than $50,000,000 or (ii) there are less than four (4) Borrowing Base Properties in the Borrowing Base, then on the date that is five (5) Business Days after Administrative Agent notifies Borrower and Lenders that Required Lenders have elected to terminate the Aggregate Commitments, Borrower shall repay to the Lenders the aggregate principal amount of Loans on such date together with all other Obligations. All fees accrued until the effective date of the termination of the Aggregate Commitments provided for in this Section shall be paid on the effective date of such termination.

2.06 Repayment of Loans. Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.

2.07 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(ii) If any amount (other than principal of any Loan) payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of Required Lenders, while any Event of Default exists, Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08 Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03, Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, an unused fee equal to the Unused Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the tenth (10^th) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears.

2.09 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one (1) day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of Parent or for any other reason, then Parent, Borrower, Administrative Agent, or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by Parent and Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable

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Lenders or L/C Issuer, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Company under the Bankruptcy Code of the United States, automatically and without further action by Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Administrative Agent, any Lender or L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.07(b) or under Article IX. Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.10 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business. The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through Administrative Agent, Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

2.11 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. If and to the extent Administrative Agent shall not make such payments to a Lender when due as set forth in the preceding sentence, then such unpaid amounts shall accrue interest, payable by Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which Administrative Agent makes such payments to such Lender. All payments received by Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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(b) Clawback.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, then Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or L/C Issuer hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or L/C Issuer, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, within one (1) Business Day. If and to the extent Administrative Agent shall not return such funds to a Lender when due as set forth in the preceding sentence, then such unpaid amounts shall accrue interest, payable by Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which Administrative Agent returns such funds to such Lender.

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A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to Borrower by Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, then Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 11.04(d) are several and not joint. The failure of any Lender to make any Loan, to fund any participation or to make any payment under Section 11.04(d) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(d).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.12 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.13 Extension of Maturity Date.

(a) Requests for Extension. Parent and Borrower may, by written notice to Administrative Agent (who shall promptly notify the Lenders) not earlier than sixty (60) days and not later than thirty (30) days prior to the Initial Maturity Date, request that the Initial Maturity Date be extended to the Extended Maturity Date.

(b) Effectiveness of Extension. If so extended, then the Initial Maturity Date shall be extended to the Extended Maturity Date, effective as of the Initial Maturity Date (such Initial Maturity Date being the “Extension Effective Date”). Administrative Agent, Parent, and Borrower shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, (i) Parent and Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Loan Party (A) providing evidence satisfactory to Administrative Agent that each Loan Party has taken all necessary action to authorize such extension and (B) in the case of Parent and Borrower, certifying that, before and after giving effect to such extension, (I) the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b), and (II) no Default exists before or after giving effect to such extension and (ii) Borrower shall have paid to Administrative Agent, for the account of each Lender, an extension fee in an amount equal to thirty-five basis points (0.35%) times such Lender’s Commitment.

(c) Conflicting Provisions. This Section shall supersede any provisions in Section 11.01 to the contrary.

2.14 Increase in Commitments.

(a) Request for Increase. Provided there exists no Default, upon notice to Administrative Agent (which shall promptly notify the Lenders), Parent and Borrower may from time to time, request an increase in the Aggregate Commitments to an amount not exceeding $300,000,000 (less the amount of any permanent reductions in the Aggregate Commitments pursuant to Section 2.05); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, and (ii) Parent and Borrower may make a maximum of three (3) such requests. At the time of sending such notice, Parent and Borrower (in consultation with Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Increase. Each Lender shall notify Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment, and no Lender shall have any obligation to increase its Commitment.

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(c) Notification by Administrative Agent; Additional Lenders. Administrative Agent shall promptly notify Parent, Borrower, and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of Administrative Agent and L/C Issuer (which approvals shall not be unreasonably withheld), Parent and Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Administrative Agent and its counsel.

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section 2.14, then Administrative Agent, Parent, and Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall promptly notify Parent, Borrower, and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, Parent and Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of Parent and Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b), and (B) no Default exists. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.14.

(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.12 or 11.01 to the contrary.

2.15 Cash Collateral.

(a) Certain Credit Support Events. Upon the request of Administrative Agent or L/C Issuer (i) if L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of Administrative Agent or L/C Issuer, Borrower shall deliver to Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv), Section 11.13, and any Cash Collateral provided by the Defaulting Lender).

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of Administrative Agent, L/C Issuer and the Lenders, and agrees to maintain, a first priority security

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interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, Borrower or the relevant Defaulting Lender will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.03, 2.04, 2.16 or 9.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided that (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 9.03), and (y) the Person providing Cash Collateral and L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuer hereunder; third, if so determined by Administrative Agent or requested by L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as Borrower may request (so

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long as no Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders or L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.08 for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) pursuant to Section 2.08 for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.03, Section 2.15, or Section 2.16(a)(ii), as applicable (and Borrower shall (A) be required to pay to L/C Issuer the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender.

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(b) Defaulting Lender Cure. If Borrower, Administrative Agent and L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.17 Guaranties. Pursuant to the Parent Guaranty, Parent (and any other owner of Equity Interests in Borrower, if any) shall unconditionally Guarantee in favor of Administrative Agent and Lenders the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, Parent and Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of Administrative Agent and Lenders the full payment and performance of the Obligations.

Article III.

Taxes, Yield Protection and Illegality

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If Borrower or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent or Borrower, as applicable, shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent or Borrower, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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(b) Payment of Other Taxes by Borrower. Without limiting the provisions of subsection (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.

(c) Tax Indemnifications.

(i) Without limiting the provisions of subsection (a) or (b) above, Borrower shall, and does hereby, indemnify Administrative Agent, each Lender and L/C Issuer, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by Borrower or Administrative Agent or paid by Administrative Agent, such Lender or L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Borrower shall also, and does hereby, indemnify Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or L/C Issuer for any reason fails to pay indefeasibly to Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to Borrower by a Lender or L/C Issuer (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender or L/C Issuer, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and does hereby, indemnify Borrower and Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for Borrower or Administrative Agent) incurred by or asserted against Borrower or Administrative Agent by any Governmental Authority as a result of the failure by such Lender or L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or L/C Issuer, as the case may be, to Borrower or Administrative Agent pursuant to subsection (e). Each Lender and L/C Issuer hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender or L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments. Upon request by Borrower or Administrative Agent, as the case may be, after any payment of Taxes by Borrower or by Administrative Agent to a Governmental Authority as provided in this Section 3.01, Borrower shall deliver to Administrative Agent or Administrative Agent shall deliver to Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Borrower or Administrative Agent, as the case may be.

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(e) Status of Lenders; Tax Documentation.

(i) Each Lender shall deliver to Borrower and to Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit Borrower or Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii) Without limiting the generality of the foregoing, if Borrower is resident for tax purposes in the United States,

(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Borrower and Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(1) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(2) executed originals of Internal Revenue Service Form W-8ECI,

(3) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,

(4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank”

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within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or

(5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made.

(iii) Each Lender shall promptly (A) notify Borrower and Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that Borrower or Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or L/C Issuer, or have any obligation to pay to any Lender or L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or L/C Issuer, as the case may be. If Administrative Agent, any Lender or L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Administrative Agent, such Lender or L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the request of Administrative Agent, such Lender or L/C Issuer, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent, such Lender or L/C Issuer in the event Administrative Agent, such Lender or L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Administrative Agent, any Lender or L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined

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by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) Borrower shall, upon demand from such Lender (with a copy to Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates. If Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of Required Lenders) revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or L/C Issuer;

(ii) subject any Lender or L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or L/C Issuer); or

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(iii) impose on any Lender or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or L/C Issuer, then Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or L/C Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-(9-)month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans. Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan

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equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that Borrower shall have received at least ten (10) days’ prior notice (with a copy to Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 11.13;

excluding any loss of anticipated profits and including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or Borrower is required to pay any additional amount to any Lender, L/C Issuer, or any Governmental Authority for the account of any Lender or L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or L/C Issuer, as the case may be, to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or L/C Issuer, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then Borrower may replace such Lender in accordance with Section 11.13.

3.07 Survival. All of Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of Administrative Agent.

Article IV.

Borrowing Base

4.01 Initial Borrowing Base. As of the Closing Date, the Borrowing Base shall consist of the Initial Borrowing Base Properties.

4.02 Changes in Borrowing Base Calculation. Each change in the Borrowing Base shall be effective upon receipt of a new Borrowing Base Report pursuant to Section 7.02(b); provided that any increase in the Borrowing Base reflected in such Borrowing Base Report shall not become effective until the fifth (5th) Business Day following delivery thereof and provided, further, that any change in the Borrowing Base as a result of the receipt of a new Acceptable Appraisal pursuant to Section 4.08 shall be effective upon the date that Administrative Agent and Required Lenders approve such Acceptable Appraisal, and any change in the Borrowing Base as a result of the admission of an Acceptable Property into the Borrowing Base pursuant to Section 4.03 shall be effective upon the date that such Acceptable Property is admitted into the Borrowing Base.

4.03 Requests for Admission into Borrowing Base. Borrower shall provide Administrative Agent with a written request for an Acceptable Property to be admitted into the Borrowing Base. Such request shall be accompanied by information regarding such Acceptable Property (the “Property Information”) including the following, in each case acceptable to Administrative Agent: (a) a general description of such Acceptable Property’s location, market, and amenities; (b) a property description; (c) if such Acceptable Property was or will be acquired within three (3) months prior to admission into the Borrowing Base, purchase information (including any contracts of sale and closing statements); (d) cash flow projections for the next three (3) years and operating statements for at least the previous three (3) years or since opening or acquisition if open or acquired for less than three (3) years; (e) copies of all zoning reports, property condition reports, quality assurance reports, and inspection reports; (f) a copy of the most-recent appraisal, if any, obtained by Borrower; (g) UCC searches related to the applicable Mortgagor and the owners of the Equity Interests of such Mortgagor; (h) the documents and information with respect to such Acceptable Property listed in Section 4.10; (i) an Acceptable Environmental Report; (j) a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base (subject to the receipt of an Acceptable Appraisal) with such Acceptable Property included in the Borrowing Base; and (k) a Compliance Certificate setting forth in reasonable detail the calculations required to show that the Companies will be in compliance with the terms of this Agreement with the inclusion of such Acceptable Property included the calculation of the Borrowing Base.

4.04 Eligibility. In order for an Acceptable Property to be eligible for inclusion in the Borrowing Base, such Acceptable Property shall satisfy the following:

(a) all Property Information with respect to such Acceptable Property shall be reasonably acceptable to Administrative Agent;

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(b) no Material Title Defect with respect to such Acceptable Property shall exist;

(c) such Acceptable Property shall have reasonably satisfactory access to public utilities;

(d) the admission of such Acceptable Property into the Borrowing Base shall not breach any obligation of any Company under any Contractual Obligation;

(e) such Acceptable Property shall have an Occupancy Rate of at least seventy percent (70%); and

(f) the property condition report and structural engineering report with respect to such Acceptable Property shall not reveal any material defects.

4.05 Approval of Borrowing Base Properties. Each Acceptable Property shall be subject to Administrative Agent’s approval for admission into the Borrowing Base; provided that if the Appraised Value of such Acceptable Property (other than any Initial Borrowing Base Property) exceeds twenty percent (20%) of the Borrowing Base after giving effect to the admission of such Acceptable Property into the Borrowing Base, then the amount of the Borrowing Base attributable to such Borrowing Base Property shall not exceed twenty percent (20%) of the Borrowing Base without the prior written approval of Required Lenders. Notwithstanding the foregoing guidelines, Administrative Agent hereby approves all Initial Borrowing Base Properties for admission into the Borrowing Base.

4.06 Liens on Borrowing Base Properties. An Acceptable Property shall not be admitted into the Borrowing Base until: (a) the applicable Mortgagor shall have executed and delivered (or caused to be executed and delivered) to Administrative Agent, for the benefit of the Lenders, the Subsidiary Guaranty and Security Documents covering such Acceptable Property; (b) the applicable Pledgors shall have executed and delivered (or caused to be executed and delivered) a Pledge Agreement covering the Equity Interests with respect to the applicable Mortgagor and such Mortgagor’s general partner, if such Mortgagor is a limited partnership; (c) Administrative Agent shall have a perfected, first priority Lien on such Acceptable Property (subject to Liens permitted under Section 8.01), for the benefit of the Lenders and such Mortgagor shall have caused to be delivered to Administrative Agent Title Insurance Policies covering such Acceptable Property; and (d) Borrower and the applicable Mortgagor shall have delivered to Administrative Agent all of the Property Information listed in Section 4.10.

4.07 Notice of Admission of New Borrowing Base Properties. If, after the date of this Agreement, an Acceptable Property meets all the requirements to be included in the Borrowing Base set forth in this Article IV, then Administrative Agent shall notify Borrower and Lenders in writing (a) that such Acceptable Property is admitted into the Borrowing Base, and (b) of any changes to the Borrowing Base as a result of the admission of such Acceptable Property into the Borrowing Base.

4.08 Appraisals of Borrowing Base Properties.

(a) Administrative Agent will be entitled to obtain, at Borrower’s expense, a new Acceptable Appraisal for any Borrowing Base Property whose most-recent Acceptable Appraisal is more than eighteen (18) months old; provided that in addition to the foregoing, Administrative Agent will be entitled to obtain, and at the request of Required Lenders shall obtain, at Borrower’s expense, additional Acceptable Appraisals of any Borrowing Base Property or any part thereof if (i) an Event of Default has occurred and is continuing at the time Administrative Agent orders such Acceptable Appraisal, (ii) Borrower has exercised the option to extend the Maturity Date pursuant to Section 2.13, or (iii) an appraisal is required under applicable Law.

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(b) Borrower may at its option request that Administrative Agent obtain, at Borrower’s expense, an Acceptable Appraisal of any Borrowing Base Property or any part thereof, and Administrative Agent shall notify Borrower and Lenders in writing of any changes to the Borrowing Base as a result of the receipt of such Acceptable Appraisal.

4.09 Release of Borrowing Base Property. Upon the written request of Borrower, Administrative Agent shall release a Borrowing Base Property from the Borrowing Base and any and all Liens in such Borrowing Base Property and, where appropriate, in the Equity Interests of the applicable Mortgagor granted pursuant to the Security Documents and, where appropriate, release such Mortgagor from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base); provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that the Companies are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base, in each case as of the date of such release and after giving effect to any such release.

4.10 Documentation Required with Respect to Borrowing Base Properties. Borrower shall deliver, or shall cause the applicable Mortgagor to deliver, each of the following with respect to each Acceptable Property to be admitted to the Borrowing Base:

(a) unless otherwise agreed or approved by Administrative Agent: (i) two (2) prints of an original survey of each Borrowing Base Property and improvements thereon, as is satisfactory to Administrative Agent and the Title Company; and (ii) a flood insurance policy in an amount required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable Law and the Flood Disaster Protection Act of 1973, or evidence satisfactory to Administrative Agent that such Acceptable Property is not located in a flood hazard area;

(b) (i) true and correct copies of each Major Lease and any Guarantees thereof and (ii) estoppel certificates and subordination and attornment agreements (including nondisturbance agreements if and to the extent agreed by Administrative Agent in its discretion) (“SNDA’s”), with respect to each Major Lease, in form and content reasonably satisfactory to Administrative Agent, from the tenants and subtenants as Administrative Agent may reasonably require (provided that existing SNDA’s will be reviewed by Administrative Agent prior to the admission of such Acceptable Property into the Borrowing Base and such SNDA’s will be deemed acceptable to Administrative Agent if such SNDA’s are reasonably satisfactory to Administrative Agent);

(c) (i) evidence satisfactory to Administrative Agent that no portion of the Improvements of such Acceptable Property are located within “wetlands” under any applicable Law (unless all necessary approvals and permits have been obtained and remain in full force and effect) and (ii) an Acceptable Environmental Report for such Acceptable Property addressed to Administrative Agent (or subject to a reliance letter reasonably satisfactory to Administrative Agent), made within one hundred and eighty (180) days prior to the date such Acceptable Property is admitted to the Borrowing Base, showing that such Acceptable Property is in compliance with Environmental Requirements, and (iii) a certificate certified by a Responsible Officer of Borrower that Borrower or the applicable Mortgagor is complying in good faith with the recommendations set forth in the Acceptable Environmental Report;

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(d) evidence that all applicable zoning ordinances, restrictive covenants, and Laws affecting such Acceptable Property (i) permit the use for which such Acceptable Property is intended and (ii) have been or will be complied with without the existence of any variance, non-complying use, nonconforming use (other than a legally non-conforming use) or other special exception or if a variance, permit or special exception is required, such has been obtained and remains in full force and effect;

(e) (i) executed, acknowledged, and/or sworn to, as required, counterparts of the Mortgages (other than the New York Mortgages), which, other than for the Unrecorded Mortgages, shall have been delivered to the Title Company and released for recordation in the official records of the city or county in which such Acceptable Property is located, and (ii) UCC-1 financing statements which shall have been furnished for filing in all filing offices that Administrative Agent may require;

(f) other than with respect to Equity Pledge Properties, a pro forma Title Insurance Policy in the amounts set forth in the definition of Title Insurance Policies or a commitment to issue such Title Insurance Policy from the Title Company (Borrower and Borrower’s counsel shall not have any interest, direct or indirect, in the Title Company (or its agent) or any portion of the premium paid for the Title Insurance Policy);

(g) (i) evidence that no contractor’s, supplier’s, mechanic’s or materialman’s Lien claim or notice, lis pendens, judgment, or other claim or encumbrance against such Acceptable Property has been filed for record in the county where such Acceptable Property is located or in any other public record which by Law provides notice of claims or encumbrances regarding such Acceptable Property (unless otherwise permitted under Section 8.01); (ii) a certificate or certificates of a reporting service acceptable to Administrative Agent, reflecting the results of searches made not earlier than forty five (45) days prior to the date such Acceptable Property is admitted to the Borrowing Base, (A) of the central and local Uniform Commercial Code records, showing no filings against any of the Collateral or against Borrower or the applicable Mortgagor related to the Acceptable Property otherwise, except as consented to by Administrative Agent; and (B) if required by Administrative Agent, of the appropriate judgment and tax Lien records, showing no outstanding judgment or tax Lien against Borrower or the applicable Mortgagor, in each case, unless otherwise permitted under Section 8.01;

(h) an Acceptable Appraisal of such Acceptable Property;

(i) if such Acceptable Property is held pursuant to an Acceptable Ground Lease: (i) true and correct copies of such Acceptable Ground Lease and any Guarantees thereof; and (ii) to the extent required by Administrative Agent in its discretion, recognition agreements and estoppel certificates executed by the lessor under such Acceptable Ground Lease, in form and content satisfactory to Administrative Agent;

(j) a true and correct rent roll for such Acceptable Property; and

(k) evidence of the current property condition including a structural engineering report performed by an engineer satisfactory to Administrative Agent.

4.11 Florida Equity Pledge Property.

(a) Notwithstanding anything contained in Section 4.06(b) or (c) or Section 4.10(e) or (f), (i) the Mortgage (the “Florida Mortgage”) with respect the Florida Equity Pledge Property shall not be recorded and shall be delivered to Administrative Agent in escrow, and (ii) Borrower shall not be required to deliver Title Insurance Policies covering the Florida Equity Pledge Property, in each case except as provided in clause (b) below.

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(b) If an Event of Default has occurred and is continuing at the time of filing thereof, then (i) Administrative Agent shall be permitted to immediately file the Florida Mortgage in each of the offices that Administrative Agent may deem necessary or desirable, (ii) Borrower shall (or shall cause the applicable Mortgagor to) execute and deliver to Administrative Agent all further instruments and documents as Administrative Agent may reasonably request, and shall take all further actions that may be necessary or desirable, or that Administrative Agent may reasonably request, to perfect and protect the Liens in favor of Administrative Agent, for the benefit of the Lenders, in the Florida Equity Pledge Property, (iii) Borrower shall deliver (or shall cause to be delivered) to Administrative Agent Title Insurance Policies covering the Florida Equity Pledge Property, and (iv) Borrower expressly agrees that it shall pay (or shall cause to be paid) all mortgage taxes, recordation and filing fees, all title insurance premiums and charges, and all other expenses in connection with the filing of the Florida Mortgage and the issuance of the Title Insurance Policies with respect thereto.

(c) Notwithstanding the fact that the Florida Mortgage may not be filed unless an Event of Default has occurred and is continuing at the time of filing thereof, Borrower acknowledges that the Florida Mortgage is binding and enforceable against the applicable Mortgagor as of the date executed by such Mortgagor.

4.12 New York Equity Pledge Properties.

(a) Notwithstanding anything contained in Section 4.06(b) or (c) or Section 4.10(e) or (f), (i) Borrower shall not be required to deliver (or cause to be delivered) the New York Mortgages to Administrative Agent unless there is an Event of Default, and (ii) Borrower shall not be required to deliver Title Insurance Policies covering the New York Equity Pledge Properties, in each case except as provided in clause (b) below.

(b) If an Event of Default has occurred and is continuing, then (i) Borrower shall cause the applicable Mortgagors to execute and deliver to Administrative Agent Mortgages in substantially the form of Exhibit F (the “New York Mortgages” and together with the Florida Mortgage, the “Unrecorded Mortgages”) with respect to the New York Equity Pledge Properties, (ii) Administrative Agent shall be permitted to immediately file the New York Mortgages in each of the offices that Administrative Agent may deem necessary or desirable, (iii) Borrower shall (or shall cause the applicable Mortgagor to) execute and deliver to Administrative Agent all further instruments and documents as Administrative Agent may reasonably request, and shall take all further actions that may be necessary or desirable, or that Administrative Agent may reasonably request, to perfect and protect the Liens in favor of Administrative Agent, for the benefit of the Lenders, in the New York Equity Pledge Properties, (iv) Borrower shall deliver (or shall cause to be delivered) to Administrative Agent Title Insurance Policies covering the New York Equity Pledge Properties, and (v) Borrower expressly agrees that it shall pay (or shall cause to be paid) all mortgage taxes, recordation and filing fees, all title insurance premiums and charges, and all other expenses in connection with the filing of the New York Mortgages and the issuance of the Title Insurance Policies with respect thereto.

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Article V.

Conditions Precedent to Credit Extensions

5.01 Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower;

(ii) a Note executed by Borrower in favor of each Lender requesting a Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect;

(v) a favorable opinion of Clifford Chance US LLP, New York counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request;

(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

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(viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower;

(ix) the Property Information with respect to each of the Initial Borrowing Base Properties;

(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and

(xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may require.

(b) Any fees required to be paid on or before the Closing Date shall have been paid.

(c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent).

(d) The IPO shall have occurred.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b).

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) Administrative Agent and, if applicable, L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

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(d) After giving effect to such proposed Credit Extension, the Total Outstandings do not exceed the Available Loan Amount.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension.

Article VI.

Representations and Warranties

Each of Parent and Borrower represents and warrants to Administrative Agent and the Lenders that:

6.01 Existence, Qualification and Power; Compliance with Laws. Each Company (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c) to the extent that failure to do so would not have a Material Adverse Effect.

6.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

6.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except for those that have been obtained, taken or made, as the case may be, and those specified herein.

6.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or general equitable principles relating to or limiting creditors’ rights generally.

6.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Parent as of the date thereof and their results

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of operations for each period covered thereby in accordance with GAAP consistently applied throughout the each period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The unaudited consolidated and consolidating balance sheets of Parent dated March 31, 2010, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Parent as of the date thereof and its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) The consolidated and consolidating pro forma balance sheets of Parent as of the Closing Date, and the related consolidated and consolidating pro forma statements of income and cash flows for the portion of the fiscal year then ended (the “Pro Forma Financial Statements”), certified by the chief financial officer or treasurer of Parent, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of Parent as of such date and the consolidated and consolidating pro forma results of operations of Parent for the period ended on such date, all in accordance with GAAP.

(d) Since the date of the Pro Forma Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would have a Material Adverse Effect.

6.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Company or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 6.06, either individually or in the aggregate, if determined adversely, would have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Company, of the matters described on Schedule 6.06.

6.07 No Default. No Company is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

6.08 Ownership of Property; Liens; Equity Interests. Each Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all Properties necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each applicable Mortgagor has good record and marketable fee simple title (or, in the case of Acceptable Ground Leases, a valid leasehold) to the Borrowing Base Property owned by such Mortgagor, subject only to Liens permitted by Section 8.01. All of the outstanding Equity Interests in each Mortgagor have been validly issued, are fully paid and nonassessable and are owned by the applicable Pledgors free and clear of all Liens (other than Liens permitted by Section 8.01).

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6.09 Environmental Compliance.

(a) The Companies conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Parent and Borrower have reasonably concluded that, except as specifically disclosed in Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) After due inquiry and investigation in accordance with good commercial or customary practices to determine whether Contamination is present on any Property, without regard to whether Administrative Agent or any Lender has or hereafter obtains any knowledge or report of the environmental condition of such Property, except, with respect to the Borrowing Base Properties, as may be indicated in the Acceptable Environmental Report delivered to Administrative Agent: (i) such Property has not been used (A) for landfilling, dumping, or other waste or Hazardous Material disposal activities or operations, or (B) for generation, storage, use, sale, treatment, processing, or recycling of any Hazardous Material, or for any other use that has resulted in Contamination, and in each case, to each Company’s knowledge, no such use on any adjacent property occurred at any time prior to the date hereof; (ii) there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on any Property; (iii) no Company has received any notice of, or has knowledge of, any Environmental Claim or any completed, pending, proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on any Property or any adjacent property or concerning whether any condition, use or activity on any Property or any adjacent property is in violation of any Environmental Requirement; (iv) the present conditions, uses, and activities on each Property do not violate any Environmental Requirement and the use of any Property which any Company (and each tenant and subtenant) makes and intends to make of any Property complies and will comply with all applicable Environmental Requirements; (v) no Property appears on the National Priorities List, any federal or state “superfund” or “superlien” list, or any other list or database of properties maintained by any local, state, or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material; (vi) no Company has ever applied for and been denied environmental impairment liability insurance coverage relating to any Property; (vii) no Company has, nor, to any Company’s knowledge, have any tenants or subtenants, obtained any permit or authorization to construct, occupy, operate, use, or conduct any activity on any Property by reason of any Environmental Requirement; and (viii) to any Company’s knowledge, there are no underground or aboveground storage tanks on such Property.

(c) Even though a Loan Party may have provided Administrative Agent with an Acceptable Environmental Report or other environmental report or assessment together with other relevant information regarding the environmental condition of the Borrowing Base Properties, Borrower acknowledges and agrees that Administrative Agent is not accepting the Borrowing Base Properties as security for the Obligations based solely on that report, assessment, or information. Rather Administrative Agent has relied on the assessments, reports, and representations and warranties of Borrower in this Agreement and Administrative Agent is not waiving any of its rights and remedies in the environmental provisions of this Agreement, the Mortgages, or any other Loan Document.

6.10 Insurance. The properties of the Loan Parties are insured with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties operate.

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6.11 Taxes. The Companies have filed all material Federal, state and other tax returns and reports required to be filed, and have paid all material Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or which would not result in a Material Adverse Effect. There is no proposed tax assessment against any Company that would, if made, have a Material Adverse Effect.

6.12 ERISA Compliance.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of Parent and Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status. Parent and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the best knowledge of Parent and Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would have a Material Adverse Effect.

(c) (i) No ERISA Event has occurred, and neither Parent nor any ERISA Affiliate is aware of any fact, event or circumstance that would constitute or result in an ERISA Event with respect to any Pension Plan; (ii) Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most-recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither Parent nor any ERISA Affiliate knows of any facts or circumstances that would cause the funding target attainment percentage for any such plan to drop below 60% as of the most-recent valuation date; (iv) neither Parent nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in each case, that would result in a liability, individually, or in the aggregate, in excess of the Threshold Amount.

6.13 Margin Regulations; Investment Company Act.

(a) Neither Parent nor Borrower is engaged and will not engage, principally or as one of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

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(b) None of Parent, Borrower, any Person Controlling Borrower, or any other Company is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

6.14 Disclosure. Parent and Borrower have disclosed to Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Company is subject, and all other matters known to them, that, individually or in the aggregate, would have a Material Adverse Effect. The reports, financial statements, certificates or other information furnished (whether in writing or orally) by or on behalf of any Company to Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), taken as a whole, do not contain any material misstatement of fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that with respect to projected financial information, Parent and Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

6.15 Compliance with Laws. Each Company is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not have a Material Adverse Effect.

6.16 Taxpayer Identification Number. As of the date hereof, each Loan Party’s true and correct U.S. taxpayer identification number is set forth on Schedule 11.02.

6.17 Intellectual Property; Licenses, Etc. Each Loan Party owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except, in each case, where the failure to do so would not have a Material Adverse Effect. To the best knowledge of each Loan Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party infringes upon any rights held by any other Person except where such infringement would not have a Material Adverse Effect. Except as specifically disclosed in Schedule 6.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, would have a Material Adverse Effect.

6.18 Representations Concerning Leases. (a) A true and correct copy of each Major Lease, and each Guarantee thereof (if any), affecting any part of the Borrowing Base Properties has been delivered to Administrative Agent and no Lease or Guarantee thereof (if any) contains any option to purchase all or any portion of any Borrowing Base Property or any interest therein or contains any right of first refusal relating to any sale of any Borrowing Base Property or any portion thereof or interest therein; and (b) Borrower and the applicable Mortgagors have delivered true and correct copies of each rent roll as required by Section 4.10(j).

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6.19 Solvency. No Loan Party (a) has entered into the transaction or executed this Agreement or any other Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) has not received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to any Loan, the fair saleable value of each Loan Party’s assets exceeds and will, immediately following the making of any such Loan, exceed such Loan Party’s total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. No Loan Party’s assets constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted, nor will its assets constitute unreasonably small capital immediately following the making of any Loan. No Loan Party intends to incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by such Loan Party and the amounts to be payable on or in respect of obligations of such Loan Party).

6.20 REIT Status of Parent. Parent will elect to qualify as a REIT commencing with its taxable year ending December 31, 2010 and each taxable year thereafter.

6.21 Labor Matters. There is (a) no significant unfair labor practice complaint pending against any Company or, to the best of each Company’s knowledge, threatened against any Company, before the National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Company or, to best of any Company’s knowledge, threatened against any Company which, in either case, would result in a Material Adverse Effect, and (b) no significant strike, labor dispute, slowdown or stoppage is pending against any Company or, to the best of any Company’s knowledge, threatened against any Company which would result in a Material Adverse Effect.

6.22 Ground Lease Representation.

(a) The applicable Mortgagor has delivered to Administrative Agent true and correct copies of each Acceptable Ground Lease as required by Section 4.10(i).

(b) Each Acceptable Ground Lease is in full force and effect.

6.23 Borrowing Base Properties. Except where the failure of any of the following to be true and correct would not have a material and adverse affect on the value of the applicable Borrowing Base Property:

(a) Each Borrowing Base Property complies with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any notice or claim from any Person that a Borrowing Base Property, or any use, activity, operation, or maintenance thereof or thereon, is not in compliance with any Law, and has no knowledge of any such noncompliance except as disclosed in writing to Administrative Agent;

(b) The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to a Borrowing Base Property, including those arising under any zoning or property use ordinance or other Laws;

(c) All utility services necessary for the use of each Borrowing Base Property and the operation thereof for their intended purpose are available at each Borrowing Base Property;

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(d) The current and anticipated use of each Borrowing Base Property complies in all material respects with all applicable zoning ordinances, regulations, and restrictive covenants affecting such Borrowing Base Property without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Law exists with respect thereto; and

(e) No Borrowing Base Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or adverse zoning proceeding for which Administrative Agent has not been notified in accordance with Section 7.13.

Article VII.

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:

7.01 Financial Statements. Each of Parent and Borrower shall deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and Required Lenders:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Parent (or, if earlier, fifteen (15) days after the date required to be filed with the SEC) (commencing with the fiscal year ended December 31, 2010), a consolidated and consolidating balance sheet of Parent as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Parent to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Parent;

(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent (or, if earlier, five (5) days after the date required to be filed with the SEC) (commencing with the fiscal quarter ended September 30, 2010), a consolidated and consolidating balance sheet of Parent as at the end of such fiscal quarter, the related consolidated and consolidating statements of income or operations for such fiscal quarter and for the portion of Parent’s fiscal year then ended, and the related consolidated and consolidating statements of changes in shareholders’ equity, and cash flows for the portion of Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Parent in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Parent to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Parent; and

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(c) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), (i) a statement of all income and expenses in connection with each Borrowing Base Property, and (ii) a rent roll, each certified in writing as true and correct by Responsible Officer of Parent.

As to any information contained in materials furnished pursuant to Section 7.02, Parent and Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Parent and Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

7.02 Certificates; Other Information. Each of Parent and Borrower shall deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Borrower (which delivery may, unless Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), upon the receipt by Administrative Agent of any new Acceptable Appraisal, upon the admission of an Acceptable Property into the Borrowing Base, and upon the removal of any Property from the Borrowing Base, a duly completed Borrowing Base Report signed by the chief executive officer, chief financial officer, treasurer or controller of Borrower (which delivery may, unless Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(c) promptly after any request by Administrative Agent, copies of any detailed audit reports submitted to the board of directors (or the audit committee of the board of directors) of Parent by independent accountants in connection with the accounts or books of Parent;

(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto;

(e) as soon as reasonably practicable, but in any event within ninety (90) days after the beginning of each fiscal year of Parent, an annual budget for Parent, on a consolidated basis prepared by Parent in the ordinary course of its business;

(f) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of Parent or Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;

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(g) promptly, and in any event within five (5) Business Days after receipt thereof by any Company, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Company unless restricted from doing so by such agency; and

(h) promptly, such additional information regarding the business, financial or corporate affairs of any Company or any Borrowing Base Property, or compliance with the terms of the Loan Documents, as Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent and Borrower posts such documents, or provides a link thereto on Parent and Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Parent and Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent). Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Parent and Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Parent and Borrower hereby acknowledge that (a) Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and L/C Issuer materials and/or information provided by or on behalf of Parent and Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent, Borrower or their Affiliates, or the respective Equity Interests of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Equity Interests. Parent and Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and Borrower shall be deemed to have authorized Administrative Agent, Joint Lead Arrangers, L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Parent and Borrower or their Equity Interests for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

7.03 Notices. Each of Parent and Borrower shall, and shall cause each other Loan Party to, promptly notify Administrative Agent who shall notify each Lender:

(a) of the occurrence of any Default;

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(b) of any matter that has resulted or would have a Material Adverse Effect;

(c) of the occurrence of any ERISA Event which has resulted or would result in liabilities of any Company in an aggregate amount in excess of the Threshold Amount;

(d) of any material litigation, arbitration or governmental investigation or proceeding instituted or threatened in writing against any Borrowing Base Property, and any material development therein;

(e) of any actual or threatened in writing Condemnation of any portion of any Borrowing Base Property, any negotiations with respect to any such taking, or any material loss of or substantial damage to any Borrowing Base Property;

(f) of any Casualty with respect to any Borrowing Base Property;

(g) of any material permit, license, certificate or approval required with respect to any Borrowing Base Property lapses or ceases to be in full force and effect or claim from any person that any Borrowing Base Property, or any use, activity, operation or maintenance thereof or thereon, is not in compliance with any Law except to the extent that the same would not result in a material and adverse affect on such Borrowing Base Property;

(h) of any material change in accounting policies or financial reporting practices by any Company, including any determination by Borrower referred to in Section 2.09(b); and

(i) of any labor controversy pending or threatened against any Company, and any material development in any labor controversy except to the extent that the same would not have a Material Adverse Effect.

Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of Parent and Borrower setting forth details of the occurrence referred to therein and stating what action Parent and/or Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.04 Payment of Obligations. Each of Parent and Borrower shall, and shall cause each other Company to, pay and discharge as the same shall become due and payable, all its obligations and liabilities, including: (a) all tax liabilities, assessments and governmental charges or levies upon a Company or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Company; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property other than Liens of the type permitted under Sections 8.01(a) through (g); and (c) all Indebtedness, as and when due and payable except, in each case, where the failure to do so would not result in a Material Adverse Effect.

7.05 Preservation of Existence, Etc. Each of Parent and Borrower shall, and shall cause each other Company to (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.03; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not have a Material Adverse Effect; and (c) preserve or renew all of its IP Rights, the non-preservation of which would have a Material Adverse Effect.

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7.06 Maintenance of Properties. Each of Parent and Borrower shall, and shall cause each other Company to (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition except to the extent the failure to do so would not result in a Material Adverse Effect; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not have a Material Adverse Effect; (c) use the standard of care typical in the industry in the operation and maintenance of its facilities; and (d) keep the Borrowing Base Properties in good order, repair, operating condition, and appearance, causing all necessary repairs, renewals, replacements, additions, and improvements to be promptly made, and not allow any of the Borrowing Base Properties to be misused, abused or wasted or to deteriorate (ordinary wear and tear excepted).

7.07 Maintenance of Insurance.

(a) Each of Parent and Borrower shall, and shall cause each other Company to, maintain with financially sound and reputable insurance companies not Affiliates of any Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

(b) Without limiting the foregoing, each of Parent and Borrower shall, and shall cause each other Loan Party to, obtain and maintain, at Borrower’s or the applicable Mortgagor’s sole expense: (i) property insurance with respect to all insurable property, against loss or damage by fire, lightning, windstorm, explosion, hail, tornado and such additional hazards as are presently included in special form (also known as “all-risk”) coverage and against any and all acts of terrorism and such other insurable hazards as Administrative Agent may require, in an amount not less than one hundred percent (100%) of the full replacement cost, including the cost of debris removal, without deduction for depreciation and sufficient to prevent any Company and Administrative Agent and Lenders from becoming coinsurers; (ii) if and to the extent any portion of any Borrowing Base Property or the Improvements is, under the Flood Disaster Protection Act of 1973 (for purposes of this Section, “FDPA”), as it may be amended from time to time, in a Special Flood Hazard Area, within a Flood Zone designated A or V in a participating community, a flood insurance policy in an amount required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable Law and the FDPA, as such requirements may from time to time be in effect; (iii) general liability insurance, on an “occurrence” basis against claims for “personal injury” liability, including bodily injury, death, or property damage liability, for the benefit of the applicable Loan Parties as named insureds and Administrative Agent, for the benefit of Lenders, as additional insured; (iv) statutory workers’ compensation insurance with respect to any work on or about any of the Borrowing Base Properties (including employer’s liability insurance, if required by Administrative Agent), covering all employees and contractors of each applicable Loan Party; and (v) such other insurance on the Borrowing Base Properties and endorsements as may from time to time be required by Administrative Agent (including soft cost coverage, automobile liability insurance, business interruption insurance, or delayed rental insurance, boiler and machinery insurance, earthquake insurance, wind insurance, sinkhole coverage, and/or permit to occupy endorsement) and against other insurable hazards or casualties which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the height, type, construction, location, use and occupancy of buildings and Improvements. All insurance policies shall be issued and maintained by insurers, in amounts, with deductibles, limits and retentions, and in forms satisfactory to Administrative Agent. All insurance companies providing insurance required pursuant to this Agreement or any other Loan Document must be licensed to do business

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in the state in which the applicable Borrowing Base Property is located and must have an A. M. Best Company financial and performance ratings of A-:IX or better. All insurance policies maintained, or caused to be maintained, with respect to the Borrowing Base Properties, except for general liability insurance, shall provide that each such policy shall be primary without right of contribution from any other insurance that may be carried, Administrative Agent or any Lender and that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. If any insurer which has issued a policy of hazard, liability, or other insurance required pursuant to this Agreement or any other Loan Document becomes insolvent or is the subject of any petition, case, proceeding or other action pursuant to any Debtor Relief Law, or if in Administrative Agent’s reasonable opinion the financial responsibility of such insurer is or becomes inadequate, then each applicable Loan Party shall in each instance promptly upon its discovery thereof or upon the request of Administrative Agent therefor, promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, acceptable evidence of insurance) issued by another insurer, which insurer and policy meet the requirements of this Agreement or such other Loan Document, as the case may be.

(c) Each of Parent and Borrower shall, and shall cause each other Loan Party to, cause all certificates of insurance or other evidence of each initial insurance policy to be delivered to Administrative Agent on or prior to the Closing Date, with all premiums fully paid current, and each renewal or substitute policy (or evidence of insurance) shall be delivered to Administrative Agent, with all premiums fully paid current, at least ten (10) days after the termination of the policy it renews or replaces.

(d) Each of Parent and Borrower shall, and shall cause each other Loan Party to, pay all premiums on policies required hereunder as they become due and payable and promptly deliver to Administrative Agent evidence satisfactory to Administrative Agent of the timely payment thereof. If any loss occurs at any time when the Loan Parties have failed to perform the Loan Parties’ covenants and agreements in this Section 7.07 with respect to any insurance payable because of loss sustained to any part of any Borrowing Base Property or otherwise, whether or not such insurance is required by Administrative Agent and the Lenders, then Administrative Agent and the Lenders shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for a Loan Party, to the same extent as if it had been made payable to Administrative Agent for the benefit of Lenders.

(e) Each of Parent and Borrower shall, and shall cause each other Loan Party to, cause all insurance policies provided for or contemplated by this Section 7.07 with respect to the assets and properties of the Loan Parties that constitute Collateral to name the applicable Loan Party as the insured and Administrative Agent as the additional insured or loss payee, as its interests may appear, in form and substance satisfactory to Administrative Agent, providing that the loss thereunder shall be payable directly to Administrative Agent. In addition, such insurance policies shall provide for at least thirty (30) days’ prior written notice to Administrative Agent of any termination, lapse, modification, or cancellation of such policy or ten (10) days notice in the case of non-payment of any premium.

7.08 Compliance with Laws. Each of Parent and Borrower shall, and shall cause each other Company to, comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not have a Material Adverse Effect.

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7.09 Books and Records. Each of Parent and Borrower shall, and shall cause each other Company to: (a) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of each Company, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over any Company, as the case may be.

7.10 Inspection Rights. Subject to the rights of tenants, each of Parent and Borrower shall, and shall cause each other Loan Party to, permit representatives and independent contractors of Administrative Agent and each Lender to visit and inspect and photograph any Borrowing Base Property and any of its other properties, to examine its corporate, financial and operating records, and all recorded data of any kind or nature, regardless of the medium of recording including all software, writings, plans, specifications and schematics, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors and officers all at the expense of Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the applicable Loan Party and no more often than once in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing; provided that when an Event of Default has occurred and is continuing Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice, subject to the rights of tenants. Any inspection or audit of the Borrowing Base Properties or the books and records, including recorded data of any kind or nature, regardless of the medium of recording including software, writings, plans, specifications and schematics of any Company, or the procuring of documents and financial and other information, by Administrative Agent on behalf of itself or on behalf of Lenders shall be for Administrative Agent’s and Lenders’ protection only, and shall not constitute any assumption of responsibility to any Company or anyone else with regard to the condition, construction, maintenance or operation of the Borrowing Base Properties nor Administrative Agent’s approval of any certification given to Administrative Agent nor relieve any Company of Borrower’s or any other Company’s obligations.

7.11 Use of Proceeds. Each of Parent and Borrower shall, and shall cause each other Company to, use the proceeds of the Credit Extensions (a) to refinance the obligations of the Companies under existing facilities, (b) to finance the acquisition of Properties, (c) to pay development expenses with respect to the Borrowing Base Properties, and (d) for general corporate purposes, in each case, not in contravention of any Law or of any Loan Document.

7.12 Environmental Matters. Each of Parent and Borrower shall, and shall cause each other Loan Party to:

(a) Violations; Notice to Administrative Agent. Use reasonable efforts to:

(i) Keep the Borrowing Base Properties free of Contamination;

(ii) Promptly deliver to Administrative Agent a copy of each report pertaining to any Property or to any Loan Party prepared by or on behalf of such Loan Party pursuant to a material violation of any Environmental Requirement; and

(iii) As soon as practicable advise Administrative Agent in writing of any Environmental Claim or of the discovery of any Contamination on any Borrowing Base Property, as soon as any Loan Party first obtains knowledge thereof, including a description of the nature and extent of the Environmental Claim and/or Hazardous Material and all relevant circumstances.

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(b) Site Assessments and Information. If Parent or Borrower fails to comply with Section 7.12(a) or if any other Event of Default shall have occurred and be continuing, or upon the occurrence of the Release Date (other than the event in clause (a) of the definition of Release Date), then if requested by Administrative Agent, at Borrower’s expense, deliver to Administrative Agent from time to time, but no more frequently than once per calendar year unless an Event of Default exists, in each case within thirty (30) days after Administrative Agent’s request, then an Environmental Assessment (hereinafter defined) made after the date of Administrative Agent’s request. As used in this Agreement, the term “Environmental Assessment” means a report of an environmental assessment of any or all Borrowing Base Properties and of such scope so as to be compliant with the guidelines established by the ASTM (including the taking of soil borings and air and groundwater samples and other above and below ground testing) as Administrative Agent may reasonably request to be performed by a licensed environmental consulting firm reasonably acceptable to Administrative Agent. Each applicable Loan Party shall cooperate with each consulting firm making any such Environmental Assessment and shall supply to the consulting firm all information available to such Loan Party to facilitate the completion of the Environmental Assessment. If any Loan Party fails to furnish Administrative Agent within thirty (30) days after Administrative Agent’s request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if any Loan Party fails to furnish to Administrative Agent such Environmental Assessment within seventy five (75) days after Administrative Agent’s request, upon written notice to Parent and Borrower, Administrative Agent may cause any such Environmental Assessment to be made at Borrower’s expense and risk. Administrative Agent and its designees are hereby granted access to the Borrowing Base Properties upon written notice, and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Administrative Agent may disclose to interested parties any information Administrative Agent ever has about the environmental condition or compliance of the Borrowing Base Properties, but shall be under no duty to disclose any such information except as may be required by Law. Administrative Agent shall be under no duty to make any Environmental Assessment of the Borrowing Base Properties, and in no event shall any such Environmental Assessment by Administrative Agent be or give rise to a representation that any Hazardous Material is or is not present on the Borrowing Base Properties, or that there has been or shall be compliance with any Environmental Requirement, nor shall any Company or any other Person be entitled to rely on any Environmental Assessment made by Administrative Agent or at Administrative Agent’s request but Administrative Agent shall deliver a copy of such report to Parent and Borrower. Neither Administrative Agent nor any Lender owes any duty of care to protect any Company or any other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Borrowing Base Properties.

(c) Remedial Actions. If any Contamination is discovered on any Borrowing Base Property at any time and regardless of the cause, (i) promptly at the applicable Loan Parties’ sole expense, remove, treat, and dispose of the Hazardous Material, to background levels, in compliance with all applicable Environmental Requirements or if restoration to applicable background levels is not feasible, take whatever action is required by any Environmental Requirement provided, however, that any cleanup standard approved by the applicable regulatory authority that is based on institutional or engineering controls must first be submitted for approval to Administrative Agent, such approval not to be unreasonably withheld or delayed, in addition to taking such other action as is necessary to have the full use and benefit of such Borrowing Base Property as contemplated by the Loan Documents, and provide Administrative Agent with satisfactory evidence thereof; and (ii) if requested by Administrative Agent, provide to Administrative Agent within thirty (30) days of Administrative Agent’s request a bond, letter of credit, or other financial assurance, including self-assurance, evidencing to Administrative

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Agent’s satisfaction that all necessary funds are readily available to pay the costs and expenses of the actions required by the preceding clause (i) and to discharge any assessments or liens established against such Borrowing Base Property as a result of the presence of the Hazardous Material on the Borrowing Base Property. After completion of such remedial actions, the applicable Loan Party shall promptly request regulatory approval, take all reasonable measures to expedite issuance of such approval and upon receipt thereof deliver to Administrative Agent a letter indicating that no further action is required with respect to the applicable Borrowing Base Property or similar confirmation by the applicable regulator that all required remedial action as stated above has been taken and successfully completed to the satisfaction of the applicable regulator. The Loan Parties shall not be deemed to have satisfied their remedial obligations under this provision until they have provided the Administrative Agent such confirmation. Administrative Agent on behalf of Lenders may, but shall never be obligated to, remove or cause the removal of any Hazardous Material from any Borrowing Base Property (or if removal is prohibited by any Environmental Requirement, take or cause the taking of such other action as is required by any Environmental Requirement) if the Loan Parties fail to commence such remedial actions in accordance with the terms hereof and thereafter diligently prosecute the same to completion in accordance with the terms hereof (without limitation of the rights of Administrative Agent on behalf of Lenders to declare an Event of Default and to exercise all rights and remedies available by reason thereof); and Administrative Agent and its designees are hereby granted access to the Borrowing Base Properties at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to remove or cause such removal or to take or cause the taking of any such other action. In such instance, the Administrative Agent and its designees and the Lenders are acting as authorized agents of the Loan Parties, who shall be responsible for, and shall sign any required manifests for, offsite disposal.

7.13 Condemnation, Casualty and Restoration. Each of Parent and Borrower shall, and shall cause each other Loan Party to:

(a) Give Administrative Agent notice of the actual or threatened commencement of any proceeding for the Condemnation of any Borrowing Base Property upon the applicable Mortgagor’s receipt of written notice thereof and deliver to Administrative Agent copies of any and all papers served in connection with such proceedings. Administrative Agent has the right (but not the obligation) to participate in any such proceedings and to be represented by counsel of its own choice, and the applicable Loan Parties shall from time to time deliver to Administrative Agent all instruments requested by it to permit such participation. Each applicable Loan Party shall, at its expense, diligently prosecute any such proceedings, and shall consult with Administrative Agent, its attorneys, and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Obligations at the time and in the manner provided for in this Agreement and the Obligations shall not be reduced until any Award shall have been actually received and applied by Administrative Agent, after the deduction of expenses of collection, to the reduction or discharge of the Obligations. All costs and expenses (including attorney’s fees and costs) incurred by Administrative Agent in connection with any condemnation shall be a demand obligation owing by Borrower (which Borrower hereby promises to pay) to Administrative Agent pursuant to this Agreement. If any Borrowing Base Property or any portion thereof is taken by a condemning authority, then to the extent such Property is not removed by Borrower as a Borrowing Base Property in accordance with Section 4.09, the applicable Mortgagor shall promptly commence and diligently prosecute the Restoration of such Borrowing Base Property and otherwise comply with the provisions of clause (d) below, provided that Administrative Agent makes any Restoration Net Proceeds available pursuant to clause (d) below.

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(b) If any Borrowing Base Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), and the aggregate cost of repair of such damage or destruction shall be equal to or in excess of the greater of (i) $5,000,000 and (ii) twenty five percent (25%) of the Appraised Value of such Borrowing Base Property, give prompt notice of such Casualty to Administrative Agent. To the extent such Property is not removed by Borrower as a Borrowing Base Property in accordance with Section 4.09, the applicable Loan Party shall diligently prosecute the Restoration of such Borrowing Base Property in accordance with clause (d) below, so long as Administrative Agent makes any Restoration Net Proceeds available pursuant to clause (d) below. The applicable Loan Party shall pay all costs of such Restoration whether or not such costs are covered by insurance. Administrative Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party. If an Event of Default has occurred and is then continuing, then the applicable Loan Party shall adjust all claims for Insurance Proceeds in consultation with, and approval of, Administrative Agent.

(c) Administrative Agent, for the benefit of Lenders, shall be entitled to receive all sums which may be awarded or become payable to a Loan Party for the Condemnation of any Borrowing Base Property, or any part thereof, and any insurance proceeds of a Casualty and the applicable Loan Party shall, upon request of Administrative Agent, promptly execute such additional assignments and other documents as may be necessary from time to time to permit such participation and to enable Administrative Agent to collect and receipt for any such sums. All such sums are hereby assigned to Administrative Agent, for the benefit of Lenders, and shall released or applied to the Restoration in accordance with clause (d) below. In any event the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excused. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or to exercise diligence in the collection of any such sum or for failure to see to the proper application of any amount paid over to the applicable Loan Party.

(d) If the Restoration Net Proceeds and the costs of completing the Restoration shall be less than the greater of (A) $5,000,000 and (B) twenty five percent (25%) of the Appraised Value of such Borrowing Base Property, then the Restoration Net Proceeds will be disbursed by Administrative Agent to the applicable Loan Party upon receipt, provided that all of the conditions set forth in clause (i) below are met and such Loan Party delivers to Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement and if the Restoration Net Proceeds or the costs of completing the Restoration are equal to or greater than the greater of (A) $5,000,000 and (B) twenty five percent (25%) of the Appraised Value of such Borrowing Base Property, then Administrative Agent shall make the Restoration Net Proceeds available for the Restoration in accordance with the provisions of this Section 7.13(d).

(i) The Restoration Net Proceeds shall be made available to the applicable Loan Party for Restoration; provided that each of the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

(B) (1) in the event the Restoration Net Proceeds are Insurance Proceeds, less than twenty-five percent (25%) of the rentable area of the Improvements on such Borrowing Base Property has been damaged, destroyed, or rendered unusable as a result of a Casualty or (2) in the event the Restoration

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Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting such Borrowing Base Property is taken, such land is located along the perimeter or periphery of the Borrowing Base Property, and no portion of the Improvements is located on such land;

(C) Administrative Agent shall be reasonably satisfied that any operating deficits, including all scheduled payments of principal and interest hereunder, which will be incurred with respect to such Borrowing Base Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of the insurance coverage referred to in Section 7.07 above or other security provided by Loan Parties;

(D) Administrative Agent shall be satisfied that the Restoration will be completed twelve (12) months after commencement of the Restoration;

(E) such Borrowing Base Property and the use thereof after the Restoration will be in compliance in all material respects with all Laws;

(F) the applicable Loan Party shall cause the Restoration to be done and completed in an expeditious and diligent fashion and in compliance in all material respects with all applicable Laws;

(G) such Casualty or Condemnation, as applicable, does not result in the complete loss of access to such Borrowing Base Property or the Improvements;

(H) the applicable Loan Party shall deliver, or cause to be delivered, to Administrative Agent a signed detailed budget approved in writing by the applicable Loan Party’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Administrative Agent; and

(I) the Restoration Net Proceeds together with any cash or cash equivalent deposited by Borrower with Administrative Agent are sufficient in Administrative Agent’s reasonable judgment to cover the cost of the Restoration.

(ii) The Restoration Net Proceeds shall be held by Administrative Agent until disbursements commence, and, until disbursed in accordance with the provisions of this Section 7.13(d), shall constitute additional security for the Obligations. The Restoration Net Proceeds shall be disbursed by Administrative Agent to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Administrative Agent that (A) all the conditions precedent to such advance, including those set forth in clause (i) above, have been satisfied, (B) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement and except for the Restoration Retainage (defined below)) in connection with the related Restoration item have been paid for in full, and (C) there exist no notices of pendency, stop orders, contractor’s, supplier’s, mechanic’s or materialman’s Liens, or notices of intention to file same, or any other Liens or encumbrances of any nature whatsoever on such Borrowing Base Property (other than Liens permitted under Section 8.01) which have not either been fully bonded to the satisfaction of Administrative Agent and discharged of record or in the alternative fully insured to the satisfaction of Administrative Agent by the Title Company.

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(iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Administrative Agent and by an independent consulting engineer selected by Administrative Agent (the “Restoration Consultant”) which acceptance shall not be unreasonably withheld or delayed. Administrative Agent shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors, and materialmen engaged in the Restoration, as well as the contracts in excess of $500,000 under which they have been engaged, shall be subject to prior review and acceptance by Administrative Agent and the Restoration Consultant which acceptance shall not be unreasonably withheld or delayed. All reasonable costs and expenses incurred by Administrative Agent in connection with making the Restoration Net Proceeds available for the Restoration, including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower.

(iv) In no event shall Administrative Agent be obligated to make disbursements of the Restoration Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Restoration Consultant, minus the Restoration Retainage. The term “Restoration Retainage” means an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Restoration Consultant, until the Restoration has been completed. The Restoration Retainage shall be reduced to five percent (5%) of the costs incurred upon receipt by Administrative Agent of satisfactory evidence that fifty percent (50%) of the Restoration has been completed. The Restoration Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 7.13(d), be less than the amount actually held back by the applicable Loan Party from contractors, subcontractors, and materialmen engaged in the Restoration. The Restoration Retainage shall not be released until the Restoration Consultant certifies to Administrative Agent that the Restoration has been completed in accordance with the provisions of this Section 7.13(d) and that all approvals necessary for the re-occupancy and use of such Borrowing Base Property have been obtained from all appropriate Governmental Authorities, and Administrative Agent receives evidence satisfactory to Administrative Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Restoration Retainage; provided, however, that Administrative Agent will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor, or materialman engaged in the Restoration as of the date upon which the Restoration Consultant certifies to Administrative Agent that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s, or materialman’s contract, the contractor, subcontractor, or materialman delivers the Lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor, or materialman as may be reasonably requested by Administrative Agent or by the Title Company issuing the Title Insurance Policies, and Administrative Agent receives an endorsement to the Title Insurance Policies insuring the continued priority of the lien of the applicable Mortgage and evidence of payment of any premium payable for such endorsement. If required by Administrative Agent, the release of any such portion of the Restoration Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor, or materialman.

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(v) Administrative Agent shall not be obligated to make disbursements of the Restoration Net Proceeds more frequently than twice every calendar month.

(vi) If at any time the Restoration Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Administrative Agent in consultation with the Restoration Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Restoration Consultant to be incurred in connection with the completion of the Restoration, the Loan Parties shall deposit the deficiency (the “Net Proceeds Deficiency”) with Administrative Agent before any further disbursement of the Restoration Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Administrative Agent shall be held by Administrative Agent and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Restoration Net Proceeds, and until so disbursed pursuant to this Section 7.13(d) shall constitute additional security for the Obligations.

(vii) The excess, if any, of the Restoration Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Administrative Agent after the Restoration Consultant certifies to Administrative Agent that the Restoration has been completed in accordance with the provisions of this Section 7.13(d), and the receipt by Administrative Agent of evidence satisfactory to Administrative Agent that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Administrative Agent to Borrower, provided no Default exists.

All Restoration Net Proceeds not required (i) to be made available for a Restoration or (ii) to be returned to Borrower as excess Restoration Net Proceeds pursuant to clause (vii) above may (x) be retained and applied by Administrative Agent toward the payment of the Obligations whether or not then due and payable in such order, priority, and proportions as Administrative Agent in its sole discretion shall deem proper, or (y) at the sole discretion of Administrative Agent, the same may be paid, either in whole or in part, to the applicable Loan Party for such purposes and upon such conditions as Administrative Agent shall designate. Notwithstanding the foregoing, in the event that any Borrowing Base Property requiring Restoration is released from the Borrowing Base pursuant to Section 4.09, then Administrative Agent shall deliver the Restoration Net Proceeds to the applicable Loan Party upon such release from the Borrowing Base.

Notwithstanding the foregoing, if the terms and conditions of any SNDA provide that Administrative Agent shall make Restoration Net Proceeds available for Restoration of a Borrowing Base Property, then Administrative Agent will make such Restoration Net Proceeds available for Restoration in accordance with the terms of the applicable SNDA (provided that neither Administrative Agent nor Lenders shall have waived any Default or Event of Default arising from the Loan Parties failure to comply with this Section 7.13).

7.14 Ground Leases. Each of Parent and Borrower shall, and shall cause each other Loan Party to:

(a) Diligently perform and observe in all material respects all of the terms, covenants, and conditions any Acceptable Ground Lease as tenant under such Acceptable Ground Lease; and

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(b) Promptly notify Administrative Agent of (i) the giving to the applicable Mortgagor of any notice of any default by such Mortgagor under any Acceptable Ground Lease and deliver to Administrative Agent a true copy of each such notice within five (5) Business Days of such Mortgagor’s receipt thereof, and (ii) any bankruptcy, reorganization, or insolvency of the landlord under any Acceptable Ground Lease or of any notice thereof, and deliver to Administrative Agent a true copy of such notice within five (5) Business Days of the applicable Mortgagor’s receipt.

7.15 Borrowing Base Properties. Except where the failure to comply with any of the following would not have a material and adverse affect on the value of the applicable Borrowing Base Property, each of Parent and Borrower shall, and shall cause each other Loan Party to:

(a) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted).

(b) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01.

(c) Operate the Borrowing Base Properties in a good and workmanlike manner and in accordance with all Laws in accordance with such Loan Party’s prudent business judgment.

Except where the failure would not have a material and adverse affect on the value of the Borrowing Base Properties, taken as whole, each of Parent and Borrower shall, and shall cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

7.16 Subsidiary Guarantor Organizational Documents. Each of Parent and Borrower shall, and shall cause each other Pledgor to, at its expense, maintain the Organization Documents of each Subsidiary Guarantor in full force and effect, without any cancellation, termination, amendment, supplement, or other modification of such Organization Documents, except as explicitly required by their terms (as in effect on the date hereof), except for amendments, supplements, or other modifications that do not adversely affect the interests of the Lenders under the applicable Pledge Agreement in any material respect, and except for Organization Documents in respect of Equity Interests of partnerships or limited liability companies that have been released from the applicable Pledgor’s Pledge Agreement.

Article VIII.

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:

8.01 Liens. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any Collateral other than, with respect to the Borrowing Base Properties, the following:

(a) Liens pursuant to any Loan Document;

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(b) Liens existing on the date hereof and listed on Schedule 8.01;

(c) Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions and other similar encumbrances affecting real property disclosed in the Title Insurance Policies and which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(f) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(i);

(g) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person;

(h) Liens securing obligations in the nature of personal property financing leases for furniture, furnishings or similar assets, Capital Leases Obligations and other purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the obligations secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases;

(i) Liens securing obligations in the nature of the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(j) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies issued in connection with the Mortgages; and

(k) such other title and survey exceptions as Administrative Agent has approved in writing in Administrative Agent’s reasonable discretion;

and, with respect to all other Collateral, Liens described in clauses (a) and (c) above.

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8.02 Investments. Each of Parent and Borrower shall not permit the Companies’ aggregate Investments in:

(a) unimproved land holdings to at any time exceed five percent (5%) of Total Asset Value;

(b) Unconsolidated Affiliates to at any time exceed twenty-five (25%) of Total Asset Value;

(c) mortgages and mezzanine loans to at any time exceed twenty-five percent (25%) of Total Asset Value;

(d) Construction in Progress to at any time exceed thirty percent (30%) of Total Asset Value; or

(e) assets of the types described in clauses (a) through (d) above to at any time exceed thirty-five percent (35%) of Total Asset Value.

8.03 Fundamental Changes. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default has occurred and is continuing or would result therefrom:

(a) any Loan Party (other Parent or Borrower) may merge with (i) Borrower, provided that Parent or Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any other Loan Party;

(b) any Loan Party (other than Parent or Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party; and

(c) any Loan Party may Dispose of a Property owned by such Loan Party in the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 4.09.

8.04 Restricted Payments. Each of Parent and Borrower shall not, nor shall it permit any other Company to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) each Subsidiary may make Restricted Payments to Parent, Borrower, and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) any Company may declare and make dividend payments or other distributions payable solely in the common Equity Interests or other Equity Interests of such Company including (i) “cashless exercises” of options granted under any share option plan adopted by Parent, (ii) distributions of rights or equity securities under any rights plan adopted by Borrower or Parent, and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its Equity Interests payable solely in additional shares of its Equity Interests;

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(c) Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common Equity Interests or other Equity Interests; and

(d) Parent and Borrower may make any Permitted Distributions.

8.05 Change in Nature of Business. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by the Companies on the date hereof or any business substantially related or incidental thereto.

8.06 Transactions with Affiliates. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, enter into any transaction of any kind with any Affiliate of a Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Loan Party as would be obtainable by such Company at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

8.07 Burdensome Agreements. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that directly or indirectly prohibits any Company from (a) creating or incurring any Lien on any Borrowing Base Property, or (b) subject to rights of tenants under leases (i) that are approved in writing by Administrative Agent, (ii) that are subordinate to the Mortgage on the applicable Borrowing Base Property, or (iii) that do not materially and adversely affect Administrative Agent’s Liens on the applicable Borrowing Base Property or Administrative Agent’s ability to exercise its rights and remedies with respect to such Liens, transferring ownership of any Borrowing Base Property.

8.08 Use of Proceeds. Each of Parent and Borrower shall not, nor shall it permit any other Company to, directly or indirectly, use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

8.09 Borrowing Base Properties; Ground Leases. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly:

(a) Allow the aggregate Occupancy Rate for (i) any individual Borrowing Base Property to be less than seventy percent (70%) unless such Borrowing Base Property is removed from the Borrowing Base in accordance with Section 4.09, or (ii) all Borrowing Base Properties to be less than eighty percent (80%);

(b) Use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on any Borrowing Base Properties in any manner which violates any Law or which constitutes a public or private nuisance or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 7.07 commercially unreasonable (including by way of increased premium);

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(c) Without the prior written consent of Administrative Agent, initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws;

(d) Without the prior written consent of Administrative Agent, (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipality;

(e) Do any act, or suffer to be done any act by any Company or any of its Affiliates, which would reasonably be expected to materially decrease the value of any Borrowing Base Property as reflected in the most-recent Acceptable Appraisal (including by way of negligent act);

(f) Without the prior written consent of Administrative Agent, permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereof; or

(g) Without the prior consent of Administrative Agent, surrender the leasehold estate created by any Acceptable Ground Lease or terminate or cancel any Acceptable Ground Lease or modify, change, supplement, alter, or amend any Acceptable Ground Lease, either orally or in writing.

8.10 Lease Approval. Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, permit any Mortgagor to enter into any Major Lease unless approved by Administrative Agent prior to execution (such approval not to be unreasonably withheld or delayed). The applicable Mortgagor shall provide to Administrative Agent a correct and complete copy of each Major Lease, including any exhibits, and any Guarantees thereof, prior to execution.

8.11 Environmental Matters. Each of Parent and Borrower shall not knowingly directly or indirectly:

(a) Cause, commit, permit, or allow to continue (i) any violation of any Environmental Requirement by or with respect to any Borrowing Base Property or any use of or condition or activity on any Borrowing Base Property, or (ii) the attachment of any environmental Liens on any Borrowing Base Property, in each case, that could materially and adversely effect any Borrowing Base Property; and

(b) Place, install, dispose of, or release, or cause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping, or release of, any Hazardous Material on any Property in any manner that might reasonably be expected to result in or does result in Contamination. Any Hazardous Material disclosed in the Acceptable Environmental Report or otherwise permitted pursuant to any Lease affecting any Borrowing Base Property shall be permitted on any Borrowing Base Property so long as such Hazardous Material is maintained in compliance in all material respects with all applicable Environmental Requirements.

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(c) Place or install, or allow the placing or installation of any storage tank (or similar vessel) on any Property. Any storage tank (or similar vessel or any replacement thereof) disclosed in the Acceptable Environmental Report or otherwise permitted pursuant to any Lease affecting any Borrowing Base Property shall be permitted on any Borrowing Base Property so long as such storage tank (or similar vessel) is maintained in compliance in all material respects with all applicable Environmental Requirements.

(d) Use any Hazardous Material on any Borrowing Base Property except: (i) as reasonably necessary in the ordinary course of business; (ii) in compliance with applicable Environmental Requirements; and (iii) in such a manner as to not give rise to liability under any Environmental Requirements or the common law.

8.12 Negative Pledge; Indebtedness. Each of Parent and Borrower shall not permit:

(a) The Equity Interests of Borrower held by Parent to be subject to any Lien.

(b) Any Person (other than Parent or Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness), (ii) provide Guarantees to support Indebtedness, or (iii) have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent).

(c) Any Mortgagor that owns an Equity Pledge Property to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) or (ii) provide Guarantees to support Indebtedness (other than, in each case, Indebtedness secured by Liens permitted by Section 8.01).

8.13 Financial Covenants. Each of Parent and Borrower shall not, directly or indirectly, permit:

(a) Maximum Leverage Ratio. As of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty-five percent (65%).

(b) Maximum Consolidated Recourse Indebtedness. As of the last day of any fiscal quarter, Recourse Indebtedness of the Companies (excluding Indebtedness under this Agreement and Excluded Funded Debt) to exceed five percent (5%) of Total Funded Debt of the Companies.

(c) Minimum Fixed Charge Ratio. As of the last day of any fiscal quarter, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges, in each case for the Companies, on a consolidated basis, for the period of the four (4) fiscal quarters then ended, to be less than 1.65 to 1.0. Notwithstanding the foregoing, (x) Consolidated EBITDA and Consolidated Fixed Charges for the period ending September 30, 2010 shall be the Consolidated EBITDA and Consolidated Fixed Charges for the three (3) month period then ended times four (4), (y) Consolidated EBITDA and Consolidated Fixed Charges for the period ending December 31, 2010 shall be the Consolidated EBITDA and Consolidated Fixed Charges for the six (6) month period then ended times two (2), and (z) Consolidated EBITDA and Consolidated Fixed Charges for the period ending March, 2011 shall be the Consolidated EBITDA and Consolidated Fixed Charges for the nine (9) month period then ended times 1.33.

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(d) Minimum Tangible Net Worth. As of the last day of any fiscal quarter, Tangible Net Worth of the Companies, on a consolidated basis, to be less than the sum of (i) $360,000,000, plus (ii) seventy-five percent (75%) of net proceeds of any Equity Issuances by the Companies after the Closing Date.

(e) Maximum Consolidated Floating Rate Debt. As of the last day of any fiscal quarter, the Consolidated Floating Rate Debt of the Companies to exceed thirty-five percent (35%) of Total Asset Value.

Article IX.

Events of Default and Remedies

9.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) days after notice from Administrative Agent, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.11 or Article VIII (other than Sections 8.09(a) or 8.11(b)), or Parent fails to perform or observe any term, covenant or agreement contained in the Parent Guaranty or any Subsidiary Guarantor fails to perform or observe any term, covenant or agreement contained in the Subsidiary Guaranty; or

(c) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02, 7.03, or 7.10 and such failure continues unremedied for ten (10) Business Days after such failure occurs; or

(d) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a), (b), or (c) above) contained in any Loan Document on its part to be performed or observed and such failure continues unremedied for thirty (30) days after the earlier of notice from Administrative Agent or the actual knowledge of any Loan Party; or

(e) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made and shall not be cured or remedied so that such representation, warranty, certification or statement of fact is no longer incorrect or misleading within ten (10) days after the earlier of notice from Administrative Agent or the actual knowledge of any Loan Party thereof; or

(f) Cross-Default. (i) Any Company (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace periods, in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to

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any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Company is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company as a result thereof is greater than the Threshold Amount; or

(g) Insolvency Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(h) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(i) Judgments. There is entered against any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would result in liability of any Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

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(k) Invalidity of Loan Documents. Any Loan Document or any Lien on a material portion of the Collateral granted under any Security Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document or any Lien granted under any Security Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or any Lien granted under any Security Document; or

(l) REIT Status of Parent. Parent ceases to be treated as a REIT in any taxable year after December 31, 2010; or

(m) Change of Control. There occurs any Change of Control.

9.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Administrative Agent shall, at the request of, or may, with the consent of, Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower;

(c) require that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the Lenders and L/C Issuer all rights and remedies available to it, the Lenders and L/C Issuer under the Loan Documents;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of Administrative Agent or any Lender.

9.03 Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent and amounts payable under Article III) payable to Administrative Agent in its capacity as such;

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings, Administrative Agent Advances, and other Obligations, ratably among the Lenders and L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Administrative Agent Advances, and L/C Borrowings, ratably among the Lenders and L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Administrative Agent for the account of L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrower pursuant to Sections 2.03 and 2.15; and

Last, the balance, if any, after all of the Obligations have been paid in full, to Borrower or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be promptly applied to the other Obligations, if any, in the order set forth above.

Article X.

Administrative Agent

10.01 Appointment and Authority. Each of the Lenders and L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and L/C Issuer, and neither Borrower nor any other Company shall have rights as a third party beneficiary of any of such provisions other than with respect to Section 10.06.

10.02 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Company or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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10.03 Exculpatory Provisions. Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, Borrower or any of their respective Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.

Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to Administrative Agent by Borrower, a Lender or L/C Issuer.

Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

10.04 Reliance by Administrative Agent. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or L/C Issuer, Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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10.05 Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.06 Resignation of Administrative Agent.

(a) Administrative Agent may at any time give notice of its resignation to the Lenders, L/C Issuer, Parent and Borrower. Upon receipt of any such notice of resignation, Required Lenders shall have the right, with the consent of Parent and Borrower (such consent not to be unreasonably withheld or delayed) so long as no Event of Default exists, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if Administrative Agent shall notify Parent, Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Administrative Agent on behalf of the Lenders or L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(b) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the

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retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

10.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Syndication Agent, Joint Lead Arrangers and Joint Book Managers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Lender or L/C Issuer hereunder.

10.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, L/C Issuer and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, L/C Issuer and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, L/C Issuer and Administrative Agent under Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders and L/C Issuer, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 2.08 and 11.04.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer to authorize Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such proceeding.

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10.10 Collateral and Guaranty Matters. The Lenders and L/C Issuer irrevocably authorize Administrative Agent, at its option and in its discretion,

(a) to transfer or release any Lien on any Collateral (i) upon termination of the Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by Required Lenders, (iv) in accordance with the provisions of Section 4.09, or (v) after foreclosure or other acquisition of title if approved by Required Lenders;

(b) to release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty if such Person ceases to own a Borrowing Base Property; and

(c) if all or any portion of the Collateral is acquired by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall take title to the collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure. Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired.

Upon request by Administrative Agent at any time, Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.10.

10.11 Administrative Agent Advances.

(a) Administrative Agent is hereby authorized by Parent, Borrower, and Lenders, from time to time, in Administrative Agent’s sole discretion, to make advances under this Agreement, or otherwise expend funds, on behalf of Lenders (“Administrative Agent Advances”), (i) to pay any costs, fees, and expenses as described in Sections 4.11(b) and 4.12(b) associated with the filing of the Unrecorded Mortgages or receiving Title Insurance Policies related thereto, (ii) to pay any costs, fees, and expenses as described in Section 11.04(a), and (iii) when Administrative Agent deems necessary or desirable to preserve or protect the Collateral or any portion thereof (including with respect to property taxes, insurance premiums, and any costs, fees, or expenses in connection with the operation, management, improvements, maintenance, repair, sale, or disposition of any Borrowing Base Property) (A) after the occurrence of a Default, or (B) subject to Section 10.10, after acquisition of all or a portion of the Collateral by foreclosure or otherwise; provided that Administrative Agent Advances (other than to pay taxes and insurance with respect to the Borrowing Base Properties or to record the Unrecorded Mortgages) shall not exceed $5,000,000 in the aggregate without the prior consent of Required Lenders.`

(b) Administrative Agent Advances shall constitute obligatory advances of Lenders under this Agreement, shall be repayable by Borrower on demand, secured by the Collateral, and shall bear interest as provided for herein. Administrative Agent shall notify each Lender in writing of each Administrative Agent Advance. Upon receipt of notice from Administrative Agent of its making of an Administrative Agent Advance, each Lender shall make the amount of such Lender’s Applicable Percentage of the outstanding principal amount of such Administrative Agent Advance available to Administrative Agent, in same day funds, to such account of Administrative Agent as Administrative Agent may designate, (i) on or before 4:00 p.m. on the day Administrative Agent provides Lenders with notice of the making of such Administrative Agent Advance if Administrative Agent provides such notice on or before 1:00 p.m., or (ii) on or before 1:00 p.m. on the Business Day immediately following the day Administrative Agent provides Lenders with notice of the making of such advance if Administrative Agent provides notice after 1:00 p.m.

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Article XI.

Miscellaneous

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by Required Lenders and Borrower or the applicable Loan Party, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 5.01(a) without the written consent of each Lender;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to a Lender or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided that only the consent of Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest or Letter of Credit Fees at the Default Rate;

(e) change Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

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(g) release all or substantially all of the value of the Collateral without the written consent of each Lender, except to the extent the release of such Collateral is permitted pursuant to Sections 4.09 or 10.10 (in which case such release may be made by Administrative Agent acting alone); or

(h) release all or substantially all of the value of the Guaranties without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Sections 4.09 or 10.10 (in which case such release may be made by Administrative Agent acting alone);

and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to the Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (y) the Obligations owed to any Defaulting Lender may not be reduced or forgiven without the consent of such Lender, and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

11.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Borrower, Administrative Agent or L/C Issuer, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

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(b) Electronic Communications. Notices and other communications to the Lenders and L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, any Lender, L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s or Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to Borrower, any Lender, L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of Borrower, Administrative Agent and L/C Issuer may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to Borrower, Administrative Agent and L/C Issuer. In addition, each Lender agrees to notify Administrative Agent from time to time to ensure that Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire

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instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Borrower or its Equity Interests for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. Administrative Agent, L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Administrative Agent, L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, L/C Issuer or Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and L/C Issuer; provided that the foregoing shall not prohibit (a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) Required Lenders shall have the rights otherwise ascribed to Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of Required Lenders, enforce any rights and remedies available to it and as authorized by Required Lenders.

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11.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. Each Loan Party shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including (a) the reasonable fees, charges and disbursements of counsel for Administrative Agent; (b) fees and charges of each consultant, inspector, and engineer; (c) appraisal, re appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by Administrative Agent, any Lender or L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for Administrative Agent, any Lender or L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification. Each Loan Party shall jointly and severally indemnify Administrative Agent (and any sub-agent thereof), each Lender and L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party resulting from any action, suit, or proceeding relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Damages related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an

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Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Environmental Indemnity. Each Loan Party hereby, jointly and severally, assumes liability for, and covenants and agrees at its sole cost and expense to protect, defend (at trial and appellate levels), indemnify and hold the Indemnitees harmless from and against, and, if and to the extent paid, reimburse them on demand for, any and all Environmental Damages. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE OR STRICT LIABILITY OF SUCH (AND/OR ANY OTHER) INDEMNITEE. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE AS DETERMINED IN A NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. Upon demand by Administrative Agent, L/C Issuer or any Lender, the applicable Loan Party shall diligently defend any Environmental Claim which affects a Borrowing Base Property or is made or commenced against Administrative Agent, L/C Issuer or Lenders, whether alone or together with any other Loan Party or any other person, all at the Loan Parties’ own cost and expense and by counsel to be approved by Administrative Agent, L/C Issuer and/or any Lender in the exercise of its reasonable judgment which shall not be unreasonably withheld or delayed. In the alternative, at any time Administrative Agent, L/C Issuer or any Lender may elect to conduct its own defense through counsel selected by Administrative Agent, L/C Issuer or any Lender and at the cost and expense of the Loan Parties. Notwithstanding anything to the contrary contained above:

(i) The Indemnitees will endeavor to give Borrower notice of any Environmental Damage within thirty (30) days after an Indemnitee receives written notice of that Environmental Damage. However, if the Indemnitees fail to give Borrower timely notice of such Environmental Damage or otherwise default in their obligations under this Section 11.04(c) or Section 7.12, the Indemnitees shall retain the right to defend and control the settlement of the Environmental Damage. The Loan Parties’ sole remedy for such a default by the Indemnitees shall be to offset against the indemnification liability otherwise payable by the Loan Parties to the Indemnitees the amount of damages actually suffered by the Loan Parties as a result of the late notice or other default by the Indemnitees under this Section 11.04(c).

(ii) The Loan Parties shall have the right to elect to defend and control the settlement of any Environmental Damage if each of the following conditions is satisfied:

(A) The Environmental Damage seeks only monetary damages and does not seek any injunction or other equitable relief against the Indemnitees;

(B) The Loan Parties unconditionally acknowledge in writing, in a notice of election to contest or defend the Environmental Damage given to the Indemnitees within ten (10) days after the Indemnitees give the Borrower notice of the Environmental Damage, that the Loan Parties are obligated to indemnify the Indemnitees in full as set forth in this Section 11.04(c) above with respect to the Environmental Damage, irrespective of any limitation of liability that may be contained elsewhere in the Loan Documents;

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(C) Neither Borrower nor any other Loan Party is then in default in any of their respective other obligations to the Indemnitees under the Loan Documents;

(D) The counsel chosen by the Loan Parties to defend the Environmental Damage is reasonably satisfactory to the Indemnitees; and

(E) The Loan Parties furnish the Indemnitees with a letter of credit, surety bond, or similar security in form and substance satisfactory to the Indemnitees in an amount sufficient to secure the Loan Parties’ potential indemnity liability to the Indemnitees in the full amount of the Environmental Damage.

(iii) If the Loan Parties elect to defend against an Environmental Damage, the Indemnitees shall, at their own expense, be entitled to participate in (but not control) the defense of, and receive copies of all pleadings and other papers in connection with, such Environmental Damage. If the Loan Parties do not, or are not entitled to, elect to defend an Environmental Damage in conformity with the requirements of this Section, the Indemnitees shall be entitled to defend or settle (or both) that Environmental Damage on such terms as the Indemnitees for that Environmental Damage shall be satisfied in the manner provided for in this Section 11.04(c).

(iv) The Indemnitees will permit the Loan Parties to control the settlement of an Environmental Damage only if: (A) the terms of the settlement require no more than the payment of money - that is, the settlement does not require the Indemnitees to admit any wrongdoing or take or refrain from taking any action; (B) the full amount of the monetary settlement will be paid by the Loan Parties; and (C) the Indemnitees receive, as part of the settlement, a legally binding and enforceable unconditional satisfaction or release, which is in form and substance satisfactory to the Indemnitees, providing that the Environmental Damage and any claimed liability of the Indemnitees with respect to it being fully satisfied because of the settlement and that the Indemnitees are being released from any and all obligations or liabilities they may have with respect to the Environmental Damage.

(d) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fails to indefeasibly pay any amount required under subsection (a), (b) or (c) of this Section to be paid by the Loan Parties to Administrative Agent (or any sub-agent thereof), L/C Issuer or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to Administrative Agent (or any such sub-agent), L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent) or L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (d) are subject to the provisions of Section 2.11(d).

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(e) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(f) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(g) Survival. The agreements in this Section shall survive the resignation of Administrative Agent and L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Administrative Agent, L/C Issuer or any Lender, or Administrative Agent, L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent, L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and L/C Issuer severally agrees to pay to Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent, L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

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(C) the consent of L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to Parent or Borrower or any of their Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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(c) Register. Administrative Agent, acting solely for this purpose as an agent of Borrower (and such agency being solely for tax purposes), shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Parent or Borrower or any of their Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Administrative Agent, the Lenders and L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g) Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided that no failure by Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

11.07 Treatment of Certain Information; Confidentiality. Each of Administrative Agent, the Lenders and L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with the consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Administrative Agent, any Lender, L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, “Information” means all information received from any Company relating to any Company or any of their respective businesses, other than any such information that is available to Administrative Agent, any Lender or L/C Issuer on a nonconfidential basis prior to disclosure by any Company, provided that in the case of information received from any Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of Administrative Agent, the Lenders and L/C Issuer acknowledges that (a) the Information may include material non-public information concerning Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

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11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, L/C Issuer or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or L/C Issuer, irrespective of whether or not such Lender or L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify Borrower and Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each

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Lender, regardless of any investigation made by Administrative Agent or any Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by Administrative Agent or L/C Issuer then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives Borrower the right to replace a Lender as a party hereto, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) Borrower shall have paid to Administrative Agent the assignment fee specified in Section 11.06(b);

(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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(b) SUBMISSION TO JURISDICTION. EACH OF PARENT, BORROWER, AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT, ANY LENDER OR L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF PARENT, BORROWER, AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Parent, Borrower, and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging and other services regarding this Agreement provided by Administrative Agent and each Joint Lead Arranger are arm’s-length commercial transactions between Parent, Borrower, each other Loan Party and their respective Affiliates, on the one hand, and Administrative Agent and each Joint Lead Arranger, on the other hand, (B) each of Parent, Borrower, and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) Administrative Agent and each Joint Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Parent, Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) neither Administrative Agent nor any Joint Lead Arranger has any obligation to Parent, Borrower, any other Loan Party, or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) Administrative Agent and the Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, Borrower, the other Loan Parties, and their respective Affiliates, and neither Administrative Agent nor any Joint Lead Arranger has any obligation to disclose any of such interests to Parent, Borrower, any other Loan Party, or any of their respective Affiliates. To the fullest extent permitted by Law, each of Parent, Borrower, and the other Loan Parties hereby waives and releases any claims that it may have against Administrative Agent and the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Act. Borrower shall, promptly following a request by Administrative Agent or any Lender, provide all documentation and other information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.19 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER: DLC REALTY, L.P., a Delaware limited partnership
By:	DLC Realty Trust, Inc., its General Partner
	By:
		Name:
		Title:
PARENT:
DLC REALTY TRUST, INC., a Maryland corporation
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

BANK OF AMERICA, N.A., as a Lender and L/C Issuer
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

BARCLAYS BANK PLC, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

M & T BANK CORPORATION, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

RAYMOND JAMES BANK, FSB, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

ROYAL BANK OF CANADA, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

CHEVY CHASE BANK, a division of Capital One, N.A., as a Lender
By:
	Name:
	Title:

Signature Page to

DLC Credit Agreement

EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of ______, 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and Adam Ifshin (the “Executive”).

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a four-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

2. Position and Duties.

2.1 General. During the Term, the Executive shall be employed by the Company as President and Chief Executive Officer of the Company and its subsidiaries, reporting to the Board of Directors of the Company (the “Board”). The Executive shall also serve as Chairman of the Board subject to election by the Company’s stockholders. In such capacity, the Executive shall faithfully perform for the Company the duties of said offices and shall perform such other duties of an executive, managerial or administrative nature as shall be reasonably specified and designated from time to time by

the Board, provided that such duties are consistent with the Executive’s positions. The Executive will make recommendations to the Compensation Committee of the Board (the “Compensation Committee”) with regard to compensation levels (including equity awards) for senior executive officers and may make such recommendations with regard to the compensation levels and terms for lower level executives. The Executive’s principal place of employment shall be the principal offices of the Company currently in Tarrytown, New York; provided, however, that the Executive understands and agrees that reasonable travel may be required from time to time for business reasons.

2.2 Exclusive Services. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that the Executive may (i) engage in other activities for the Executive’s own account while employed hereunder, including, without limitation, charitable, community and other business activities, (ii) manage personal and family investments, and (iii) devote a portion of his working time that is reasonably required to manage matters relating to the businesses set forth on Exhibit B, provided, that such other activities do not materially interfere with the performance of Executive’s duties hereunder. The Executive may continue to serve on the board of directors of the entities set forth on Exhibit C. Subject to Section 6, the Executive also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the Board, which shall not unreasonably be withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $600,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. At least annually, the Compensation Committee shall review the Executive’s Annual Salary in good faith and may provide for increases therein (but not decreases) as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”).

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3.2 Bonus. The Executive will not receive a bonus for the Company’s 2010 fiscal year. For each fiscal year during the Term following the 2010 fiscal year, the Executive shall be eligible to receive an incentive bonus (each an “Annual Bonus”) based on a percentage of his Annual Salary and subject to satisfaction of corporate and individual performance goals, each as determined by the Compensation Committee with meaningful input from the Executive with respect to the year to which such bonus relates. The Executive’s Annual Bonuses shall be determined in accordance with a Company incentive compensation program as applicable to senior executives (including threshold, target and maximum bonus ranges for the Executive of 100%, 175% and 250%, respectively, of Annual Salary) as in effect from time to time. The Annual Bonuses shall be paid in the fiscal year following the fiscal year for which such bonuses are awarded, but in all events shall be paid no later than March 15 of such following fiscal year.

3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health and dental programs, equity incentive plans, 401(k) and other retirement plans, fringe benefit programs and similar benefits on a basis no less favorable than may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs. In implementing any compensation/benefits programs or awards (including equity awards), the Company shall consider and attempt, in good faith, to structure such programs or awards in the most tax efficient manner for the Executive.

3.4 Specific Benefits. Without limiting the generality of Section 3.3, the Executive shall be entitled to vacation of twenty-five (25) business days per year and reimbursement for tax preparation and financial consulting services in an amount not to exceed $20,000 per year. Any accrued vacation not taken during any year may be carried forward to subsequent years, up to a maximum of sixty (60) vacation days at any time. Vacation days in all events shall be taken at reasonable times and in accordance with the Company’s policies. In addition, the Company shall obtain and maintain in force and effect during the Term, (i) subject to the Executive’s insurability, a supplemental disability insurance policy covering the Executive for his benefit with a benefit in the amounts of $360,000 per annum and (ii) subject to the Executive’s insurability, a term life insurance policy covering the life of the Executive for the benefit of his designated beneficiary(s) in the amount of $2,000,000. The policies set forth in the prior sentence shall be issued by an insurance company(s) with at least an “A” rating by A.M. Best Company.

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3.5 Long-Term Incentive Compensation.

(a) For each fiscal year during the Term, the Executive shall be eligible to participate in any annual or other long-term incentive compensation program (including, without limitation, any out-performance plan or program) established by the Company and the Executive shall continue to be eligible to receive annual or other awards thereunder on at least the same basis as other senior executive officers of the Company. The number (and value) of the awards will be at a level (and, except as required by this Agreement, on such terms (including, without limitation, vesting and post termination exercise periods (if any)) determined by the Compensation Committee commensurate with the Executive’s position and performance after taking into account a recommendation by an independent compensation consultant retained by the Company and/or the Compensation Committee.

(b) As of the Effective Date, the Executive shall be granted an award consisting of 131,837 LTIP units (the “LTIP Units”) in the Company’s operating partnership under the Company’s Equity Incentive Plan (the “Plan”). Subject to Section 4 and Section 5, the LTIP Units will vest in five equal annual installments beginning on the first anniversary of the Effective Date (in 2011, 2012, 2013, 2014 and 2015), subject to the Executive’s continuing employment with the Company on such dates. Regardless of when any LTIP Units become vested (i.e., whether under this Section 3.5(b), Section 4 or Section 5), each LTIP Unit shall continue to be subject to a one-year restriction on transfer (that is, such LTIP Units will continue to be non-transferable for the one-year period) following the vesting date. Notwithstanding the foregoing, the one-year post-vesting restriction on transfer will cease to apply to any LTIP Units (whether then vested or later vested) in the event of a Change in Control (as defined herein). An award agreement memorializing the grant of the LTIP Units shall be issued by the Company.

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3.6 Expenses. The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits reasonable proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

4. Termination upon Death or Disability.

4.1 In General. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period or if the Company has a long-term disability policy in effect, if the Executive incurs a disability thereunder (a “Disability”), the Company shall have the right to terminate the employment of the Executive upon notice in writing to the Executive. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue absent manifest error. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

4.2 Compensation Upon Termination Due to Death or Disability. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment

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(subject to Section 8.19 of this Agreement) within thirty (30) days following Executive’s termination of employment, Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement (including payment for any accrued, unused vacation days) on or prior to the date of termination (and reimbursement under this Agreement for expenses incurred on or prior to the date of termination); (ii) a pro rata (based on the number of days employed in the fiscal year of termination) Annual Bonus for the fiscal year in which his termination occurs, calculated based on actual results for such fiscal year (the “Pro Rata Bonus”), paid at the time that the Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; (iii) all outstanding unvested equity-based incentives and awards held by the Executive (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under the insurance arrangements referenced in Section 3.4 above, and any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5. Certain Terminations of Employment.

5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

(i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude, dishonesty, breach of trust, unethical business conduct or otherwise involving the Company;

(ii) engagement in the performance of his duties hereunder, or otherwise, to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

(iii) repeated failure to adhere to the lawful directions of the Board, to adhere to the Company’s policies and practices or, in accordance with Section 2.2 hereof, to devote substantially all of his business time and efforts to the Company;

(iv) willful and continued failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as described in Section 4)) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties;

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(v) breach of any of the provisions of Section 6; or

(vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within ten (10) days following written notice from the Company specifying such breach;

provided, however, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (ii) above and on written notice given to the Executive at any time not more than thirty (30) days following the occurrence of any of the events described in clause (i), (iii), (iv), (v) or (vi) above (or, if later, the Company’s knowledge thereof). No act or failure to act on the Executive’s part will be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the non-employee directors of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive has engaged in misconduct constituting Cause and of continuing such misconduct after notice from the Board, and specifying the particulars thereof in detail. For the avoidance of doubt, the foregoing resolution can be adopted by the Board in executive session.

(b) The Company may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate his employment on at least thirty (30) days’ written notice. If during the Term the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4, 5.2 or 5.3, (i) the Executive shall receive Annual Salary through the date of termination, Annual Bonus for the preceding fiscal year (if unpaid), and other benefits (but, in all events, and without increasing the Executive’s rights under any other

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provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (including payment for any accrued, unused vacation days and reimbursement under this Agreement for expenses incurred prior to the termination of employment), (ii) all outstanding unvested equity-based incentives and awards held by the Executive as of his date of termination shall be forfeited unless otherwise provided in an applicable award agreement, or as otherwise agreed by the Company, and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason; Expiration/Non-Renewal of the Agreement by the Company.

(a) For purposes of this Agreement, “Good Reason” shall mean the following, unless consented to by the Executive in writing:

(i) any material diminution of the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement, or on or following a Change in Control (as defined below), any material adverse change in the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement;

(ii) any material adverse change in the positions, titles or reporting responsibility (such that the Executive reports to a person other than the Board) of the Executive;

(iii) the assignment of duties to the Executive that are materially inconsistent with the Executive’s position and status as Chief Executive Officer;

(iv) a relocation of the Executive’s principal business location to an area outside a 25 mile radius of its current location or moving of the Executive from the Company’s principal offices;

(v) a material reduction in Annual Salary or total compensation opportunities of the Executive, or on or following a Change in Control, any reduction in Annual Salary or total compensation opportunities of the Executive; or

(vi) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company, or on or following a Change in Control, any breach by the Company of this Agreement or any other material agreement between the Executive and the Company.

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Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. For purposes of this Section 5.2(a), the Executive’s date of termination shall be the next day following the Company’s 30-day cure period (if such event has not been cured or such reasonable steps have not been taken, as applicable), or such earlier time as agreed to by the Company and the Executive if the Company waives its right to cure under sub-clause (ii) of this paragraph.

(b) The Company may terminate the Executive’s employment at any time for any reason or no reason. The Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2. If during the Term the Company terminates the Executive’s employment (other than due to non-renewal under Section 1 above) and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executive shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) on the 60th day following Executive’s termination of employment (subject to Section 5.2(e) of this Agreement), (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (B) three (3) times the sum of his then Annual Salary and the highest Annual Bonus (based on the aggregate of cash and the value of any portion of the Annual Bonus paid in the form of an

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equity award) paid to the Executive for any of the three (3) years immediately preceding the year in which the Executive’s employment is terminated (to the extent applicable); provided that such highest Annual Bonus determined for these purposes shall in no event be less than Executive’s Annual Salary for the year of termination; (ii) the Executive shall be entitled to receive a Pro Rata Bonus payable at the time such Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; (iii) for a period of two (2) years after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iv) all outstanding unvested equity-based incentives and awards (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (v) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

(c) Notwithstanding the foregoing, in the event the Executive’s employment and this Agreement are terminated due to the Company’s providing a non-renewal notice at the end of the Initial Term (in accordance with Section 1 above), the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein, except that the multiple for the payment under Section 5.2(b)(i)(B) shall be two (2) times rather than three (3) times. For the avoidance of doubt, a non-renewal of this Agreement by the Company beyond the initial one-year renewal term (in accordance with Section 1 above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges that the provisions of this Section 5.2 will not apply after such aforementioned period.

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(d) Notwithstanding clause 5.2(b)(iii), (i) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such clause 5.2(b)(iii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(b)(iii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

(e) Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 5.2(b) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Exhibit A (which the Company shall execute as soon as practicable upon delivery by the Executive) and such waiver and release becomes effective and irrevocable within sixty (60) days following the date of termination. The Company shall provide the Executive with such waiver and release within five (5) business days following the Executive’s termination of employment.

5.3 Change in Control.

(a) Without duplication of the foregoing, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns his employment for Good Reason, in either case within six (6) months before, or one (1) year following, a Change in Control, the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein.

(b) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the

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Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company);

(ii) consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities;

(iii) there shall occur any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or

(iv) during any consecutive twenty-four (24) calendar month period, the members of the Board at the beginning of such period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

5.4 Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason will be deemed to constitute, without any further action required by any party, the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company and its subsidiaries and affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Section 5.4 shall serve as written notice of resignation in this circumstance.

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6. Covenants of the Executive.

6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the management, acquisition, ownership and redevelopment of shopping centers in the United States (such businesses, and any and all other businesses in which, at the time of Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that:

(a) Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by

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such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own 1% or more of any class of securities of such entity. Notwithstanding the foregoing, the covenants contained in this Section 6.1(a) shall not apply in the event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

(b) Confidential Information. (i) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third

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party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any claim or defense in such proceeding.

(c) Non-Solicitation. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that

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the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 6.1(a).

(d) Nondisparagement. Each party agrees that at no time during the Executive’s employment by the Company or at any time thereafter shall such party (which, in the case of the Company, shall be the members of the Board and the senior officers) make, or cause or assist any other person to make, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party, including in the case of the Company any subsidiary (or any other entity directly or indirectly controlled by such entities) thereof or any of its respective directors, officers or employees. Notwithstanding the foregoing, nothing in this Section shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (A) necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (B) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information.

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(e) Exclusive Property. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities) (i) shall at all times be the property of the Company (and, as applicable, any subsidiaries (or any other entity directly or indirectly controlled by such entities)) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, to materials prepared by Executive for the purposes of seeking legal or other professional advice or to materials relating to the businesses identified on Exhibit B hereto.

6.2 Rights and Remedies upon Breach.

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

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(b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.

(c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

7. Defense of Claims. The Executive agrees that, during the Term, and for a period of two (2) years after termination of the Executive’s employment for any reason, upon reasonable request from the Company, and after Executive’s termination of employment, subject to Executive’s other business commitments, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except as reasonably determined by the Executive, if the Executive’s interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 7.

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8. Other Provisions.

8.1 Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

8.2 Duration and Scope of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 Enforceability; Jurisdiction; Arbitration.

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

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(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) shall be submitted to arbitration in New York in accordance with New York law and the employment arbitration rules and procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) and the Executive and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i) If to the Company, to:

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

Attention: Larry P. Medvinsky, Esq.

(ii) If to the Executive, to:

Adam Ifshin

c/o DLC Realty Trust, Inc.

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

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with a copy to:

Hogan & Hartson LLP

555 13^th Street NW

Washington, DC 20004

Attention: William L. Neff, Esq.

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and the Company’s successors and permitted assigns, and, in the case of the Executive, his heirs and legal representatives. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing

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entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, provided that the successor or purchaser agrees, as a condition of such transaction, to assume all of the Company’s obligations hereunder.

8.9 Legal Fees. The Company will pay directly or reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in connection with the review and negotiation of this Agreement.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a) (each of the foregoing, to the extent any such payments thereunder remain unpaid), 6, 8.3, 8.10 and 8.15, and the other provisions of this Section 8 (to the extent necessary to effectuate the survival of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a), 6, 8.3, 8.10 and 8.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

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8.14 Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.15 Liability Insurance. The Company shall use its reasonable best efforts to acquire and maintain directors and officers liability insurance to cover the Executive both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other senior executive officers and directors.

8.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.17 No Mitigation or Offset. In the event of termination of the Executive’s employment for any reason, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration or benefits from any subsequent employment that he may obtain, except to the extent provided in Section 5.2(d).

8.18 Parachute Payments.

(a) If there is a change in ownership or control of the Company that would cause any payment, distribution or benefit provided by the Company, any person whose actions result in a change in ownership covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of the Executive (whether provided, to be provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the following provisions shall apply:

(i) If the Parachute Payment, reduced by the sum of (A) the Excise Tax and (B) the total of the federal, state, and local income and employment taxes payable by the Executive on the amount of the Parachute Payment which are in excess of the Threshold Amount (as defined below), are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

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(ii) If the Threshold Amount is less than (A) the Parachute Payment, but greater than (B) the Parachute Payment reduced by the sum of (x) the Excise Tax and (y) the total of the federal, state, and local income and employment taxes payable by the Executive on the amount of the Parachute Payment which are in excess of the Threshold Amount, then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount. In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) stock options (and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

For the purposes of this Section 8.18, “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(b) Determinations. The determination as to which of the alternative provisions of Section 8.18(a) shall apply to the Executive shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm shall make, and shall provide to the parties, such determination within sixty (60) days following the occurrence of the event that subjects the Executive to the Excise Tax. All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the base amount shall be treated as subject to the Excise Tax unless otherwise determined by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive and the Company shall provide the Accounting Firm with all information which the Accounting Firm reasonably deems necessary in computing the Threshold Amount. For purposes of determining which of the alternative provisions of Section 8.18(a) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the determination date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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8.19 Section 409A Compliance. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the 10th day after the end of such deferral period together with interest thereon through the date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (the “Applicable Interest Rate”). If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount, together with interest thereon through the date preceding payment at the Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Executive will be deemed

- 25 -

to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
Name:
Title:
By:
	Adam Ifshin

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EXHIBIT A

Form of Waiver and Release

This Waiver and General Release of all Claims (this “Agreement”) is entered into by Adam Ifshin (the “Executive”) and DLC Realty Trust, Inc., a Maryland corporation (the “Company”), effective as of __________ (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement between the Executive and the Company, dated __________, 2010 (the “Employment Agreement”), the Executive and the Company agree as follows:

1. Return of Property. All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned on the date of the Executive’s termination from the Company or as soon as practicable thereafter. Notwithstanding anything herein to the contrary, the Executive may retain his rolodex (and similar address and telephone directories) and compensation related documents (including, without limitation, the Employment Agreement and benefit and compensation plans in which the Executive was eligible to participate).

2. General Releases and Waivers of Claims.

(a) Executive’s Release of Company. In consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement and after consultation with counsel, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of its or their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, stockholders, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively, “Company Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of

Exh. A-1

whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement, (ii) any right the Executive may have to enforce this Agreement or the Employment Agreement, (iii) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, including, without limitation, pursuant to Section 7 and Section 8.15 of the Employment Agreement, (iv) any claims for accrued, vested benefits under any employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, or (v) any right or claim that the Executive may have to obtain contributions as permitted by applicable law in an action in which both the Executive on the one hand or any Company Party on the other hand are held jointly liable.

(b) Executive’s Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement, the Executive hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the

Exh. A-2

terms relating to the Executive’s release of claims arising under ADEA, and the Executive has been given the opportunity to do so; (ii) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c) Company’s Release of Executive. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Parties”) from any and all Claims , including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release the Executive or any other Executive Party from any Claims based on any right the Company may have to enforce this Agreement or the Employment Agreement. The Company represents that as of the Effective Date it knows of no basis for any Claim by it against the Executive.

(d) No Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under this Agreement.

3. Waiver of Relief. The parties acknowledge and agree that by virtue of the foregoing, they have waived any relief available to them (including without limitation, monetary damages and equitable relief, and reinstatement in the case of the Executive) under any of the Claims waived in paragraph 2. Therefore the parties agree that they will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any

Exh. A-3

government agency) with respect to any Claim or right waived in this Agreement. Nothing in this Agreement shall be construed to prevent any party from cooperating with or participating in an investigation conducted by, any governmental agency, to the extent required or permitted by law.

4. Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

5. Non-admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party or the Executive or any other Executive Party.

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

7. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 8.3 of the Employment Agreement.

8. Notices. All notices or communications hereunder shall be made in accordance with Section 8.4 of the Employment Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

[Executive]
___________________
Date: _____________
DLC REALTY TRUST, INC.
By:
	Name:
	Title:

Exh. A-4

EXHIBIT B

Excluded Businesses; Excluded Properties

Excluded Businesses

1. That certain entity known as First Man Investment Securities Corp. (“First Man”), which is a [•] corporation that is owned by Adam Ifshin, a Financial Industry Regulatory Authority registered placement agent; provided, that First Man does not engage, directly or indirectly, (i) primarily in any activities other than acting as exclusive placement agent to Infill (as defined below) and UrbanCore Development, LLC in connection with third party capital raising and (ii) in any case, in the management, acquisition, ownership and redevelopment of shopping centers.

2. That certain entity known as Infill Development, LLC (“Infill”), a [•] limited liability company that is owned by Adam Ifshin and Stephen Ifshin, together with any and all entities in which Infill now or hereafter owns an interest; provided, that (i) Infill and such other entities do not engage, directly or indirectly, primarily in any activities other than the development of stand-alone pads for Walgreens and (ii) to the extent that Infill or any such other entity engages in any other such businesses or activities, except with respect to that certain stand-alone Walgreens development project (of approximately 15,000 square feet) and that certain stand-alone Stop and Shop Supermarket development project (of approximately 50,000 square feet), it will not engage in the management, acquisition, ownership and redevelopment of shopping centers that contain greater than 30,000 square feet. As of the date hereof, Infill owns an interest in each of the following entities: (a) Ossining RX Development, LLC; (b) Thornwood RX Development, LLC; and (c) Wakefield RX Development, LLC.

3. That certain entity known as UrbanCore Development, LLC, a [•] limited liability company that is owned by Adam Ifshin and Stephen Ifshin; provided, that, except with respect to that certain existing development (of over approximately 250,000 square feet) located in Chicago, Illinois, such entity does not engage, directly or indirectly, (i) primarily in any activities other than the completion of current consulting and development projects relating to mixed-use commercial sites in urban markets and (ii) in any case, in the management, acquisition, ownership and redevelopment of shopping centers except as noted in (i) above.

Excluded Properties

1. The buildings, including all appurtenant facilities known as “Bell Forge Square Shopping Center” located in Davidson County, Tennessee and owned by Bell Forge Improvements, LLC, a Delaware limited liability company.

2. The buildings, including all appurtenant facilities known as “East Park Plaza” and “Shoppers Fair Shopping Center” and located in Lincoln, Nebraska and owned by East Park Improvements, LLC, a Delaware limited liability company, and Shoppers Fair Improvements, LLC, a Delaware limited liability company.

3. The buildings, including all appurtenant facilities located at 230 East Avenue in Norwalk, Connecticut and owned by Norwalk Improvements, LLC, a New York limited liability company.

4. The buildings, including all appurtenant facilities known as “Oaks at Oak Brook” located in Oak Brook, Illinois and owned by Oaks Improvements, LLC, a Delaware limited liability company.

5. The buildings, including all appurtenant facilities known as “Salem Consumer Square” located in Trotwood, Ohio and owned by Salem Square Improvements, LLC, a Delaware limited liability company.

Exh. B-1

6. The buildings, including all appurtenant facilities known as “The Shoppes at Hope Valley” located in Durham, North Carolina and owned by Hope Valley Improvements, LLC, a Delaware limited liability company.

7. The buildings, including all appurtenant facilities known as “The Shoppes at Letson Farms” located in McCalla, Alabama and owned by Letson Farms Improvements, LLC, a Delaware limited liability company.

8. The buildings, including all appurtenant facilities known as “Stone Mountain Square” located in Stone Mountain, Georgia and owned by Stone Mountain Improvements, LLC, a Delaware limited liability company and the related property known as “Stone Mountain Outparcel” located in Stone Mountain, Georgia and owned by Stone Mountain Outparcel, LLC, a Delaware limited liability company.

Exh. B-2

EXHIBIT C

Directorships

1. Member of the Board of Trustees of the ICSC.

2. Chairman of the ICSC Government Relations Economic Sub-Committee.

3. Member of the Urban Land Institute and Chair of its Commercial & Retail Council (Blue Flight).

4. Chairman of the Board of Directors of the Byram Hills Education Foundation.

5. Member of the Board of Directors of Hudson Valley Holding Corp.

Exh. C-1

EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of ______, 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and Stephen Ifshin (the “Executive”).

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a four-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

2. Position and Duties.

2.1 General. During the Term, the Executive shall be employed by the Company as Executive Vice Chairman, reporting to the Chief Executive Officer of the Company (the “CEO”). In such capacity, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be reasonably specified and designated from time to time by the CEO, provided that such duties are consistent with the Executive’s position. The Executive’s principal place of employment shall be the principal offices of the Company currently in Tarrytown, New York; provided, however, that the Executive understands and agrees that reasonable travel may be required from time to time for business reasons.

2.2 Exclusive Services. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that the Executive may (i) engage in other activities for the Executive’s own account while employed hereunder, including, without limitation, charitable, community and other business activities, (ii) manage personal and family investments, and (iii) devote his business time and attention to the businesses set forth on Exhibit B consistent with his past practice. The Executive may continue to serve on the board of directors of the entities set forth on Exhibit C. Subject to Section 6, the Executive also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the Board of Directors of the Company (the “Board”), which shall not unreasonably be withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $450,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. At least annually, the Compensation Committee of the Board (the “Compensation Committee”) shall review the Executive’s Annual Salary in good faith and may provide for increases therein (but not decreases) as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”).

3.2 Bonus. The Executive will not receive a bonus for the Company’s 2010 fiscal year. For each fiscal year during the Term following the 2010 fiscal year, the Executive shall be eligible to receive an incentive bonus (each an “Annual Bonus”) based on a percentage of his Annual Salary and subject to satisfaction of corporate and individual performance goals, each as determined by the Compensation Committee with meaningful input from the Executive with respect to the year to which such bonus relates. The Executive’s Annual Bonuses shall be determined in accordance with a Company incentive compensation program as applicable to senior executives (including threshold, target and maximum bonus ranges for the Executive of 100%, 150% and 200%, respectively, of Annual Salary) as in effect from time to time. The Annual Bonuses shall be paid in the fiscal year following the fiscal year for which such bonuses are awarded, but in all events shall be paid no later than March 15 of such following fiscal year.

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3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health and dental programs, equity incentive plans, 401(k) and other retirement plans, fringe benefit programs and similar benefits on a basis no less favorable than may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs. In implementing any compensation/benefits programs or awards (including equity awards), the Company shall consider and attempt, in good faith, to structure such programs or awards in the most tax efficient manner for the Executive.

3.4 Specific Benefits. Without limiting the generality of Section 3.3, the Executive shall be entitled to vacation of twenty-five (25) business days per year and reimbursement for tax preparation and financial consulting services in an amount not to exceed $20,000 per year. Any accrued vacation not taken during any year may be carried forward to subsequent years, up to a maximum of sixty (60) vacation days at any time. Vacation days in all events shall be taken at reasonable times and in accordance with the Company’s policies.

3.5 Long-Term Incentive Compensation.

(a) For each fiscal year during the Term, the Executive shall be eligible to participate in any annual or other long-term incentive compensation program (including, without limitation, any out-performance plan or program) established by the Company and the Executive shall continue to be eligible to receive annual or other awards thereunder on at least the same basis as other senior executive officers of the Company. The number (and value) of the awards will be at a level (and, except as required by this Agreement, on such terms (including, without limitation, vesting and post termination exercise periods (if any)) determined by the Compensation Committee commensurate with the Executive’s position and performance after taking into account a recommendation by an independent compensation consultant retained by the Company and/or the Compensation Committee.

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(b) As of the Effective Date, the Executive shall be granted an award consisting of 167,115 LTIP units (the “LTIP Units”) in the Company’s operating partnership under the Company’s Equity Incentive Plan (the “Plan”). Subject to Section 4 and Section 5, the LTIP Units will vest in five equal annual installments beginning on the first anniversary of the Effective Date (in 2011, 2012, 2013, 2014 and 2015), subject to the Executive’s continuing employment with the Company on such dates. Regardless of when any LTIP Units become vested (i.e., whether under this Section 3.5(b), Section 4 or Section 5), each LTIP Unit shall continue to be subject to a one-year restriction on transfer (that is, such LTIP Units will continue to be non-transferable for the one-year period) following the vesting date. Notwithstanding the foregoing, the one-year post-vesting restriction on transfer will cease to apply to any LTIP Units (whether then vested or later vested) in the event of a Change in Control (as defined herein). An award agreement memorializing the grant of the LTIP Units shall be issued by the Company.

3.6 Expenses. The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits reasonable proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

4. Termination upon Death or Disability.

4.1 In General. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period or if the Company

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has a long-term disability policy in effect, if the Executive incurs a disability thereunder (a “Disability”), the Company shall have the right to terminate the employment of the Executive upon notice in writing to the Executive. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue absent manifest error. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

4.2 Compensation Upon Termination Due to Death or Disability. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) within thirty (30) days following Executive’s termination of employment, Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement (including payment for any accrued, unused vacation days) on or prior to the date of termination (and reimbursement under this Agreement for expenses incurred on or prior to the date of termination); (ii) a pro rata (based on the number of days employed in the fiscal year of termination) Annual Bonus for the fiscal year in which his termination occurs, calculated based on actual results for such fiscal year (the “Pro Rata Bonus”), paid at the time that the Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; (iii) all outstanding unvested equity-based incentives and awards held by the Executive (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under the

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insurance arrangements referenced in Section 3.4 above, and any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5. Certain Terminations of Employment.

5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

(i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude, dishonesty, breach of trust, unethical business conduct or otherwise involving the Company;

(ii) engagement in the performance of his duties hereunder, or otherwise, to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

(iii) repeated failure to adhere to the lawful directions of the CEO, to adhere to the Company’s policies and practices or, in accordance with Section 2.2 hereof, to devote substantially all of his business time and efforts to the Company;

(iv) willful and continued failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as described in Section 4)) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties;

(v) breach of any of the provisions of Section 6; or

(vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within ten (10) days following written notice from the Company specifying such breach;

provided, however, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (ii) above and on written notice given to the Executive at any time not more than thirty (30) days following the occurrence of any of the events described in clause (i), (iii), (iv), (v) or (vi) above (or, if later, the Company’s knowledge thereof). No act or failure to act on the Executive’s part will be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

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Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the non-employee directors of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive has engaged in misconduct constituting Cause and of continuing such misconduct after notice from the Board, and specifying the particulars thereof in detail. For the avoidance of doubt, the foregoing resolution can be adopted by the Board in executive session.

(b) The Company may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate his employment on at least thirty (30) days’ written notice. If during the Term the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4, 5.2 or 5.3, (i) the Executive shall receive Annual Salary through the date of termination, Annual Bonus for the preceding fiscal year (if unpaid), and other benefits (but, in all events, and without increasing the Executive’s rights under any other provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (including payment for any accrued, unused vacation days and reimbursement under this Agreement for expenses incurred prior to the termination of employment), (ii) all outstanding unvested equity-based incentives and awards held by the Executive as of his date of termination shall be forfeited unless otherwise provided in an applicable award agreement, or as otherwise agreed by the Company, and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

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5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason; Expiration/Non-Renewal of the Agreement by the Company.

(a) For purposes of this Agreement, “Good Reason” shall mean the following, unless consented to by the Executive in writing:

(i) any material diminution of the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement, or on or following a Change in Control (as defined below), any material adverse change in the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement;

(ii) any material adverse change in the positions, titles or reporting responsibility (such that the Executive reports to a person other than the CEO) of the Executive;

(iii) the assignment of duties to the Executive that are materially inconsistent with the Executive’s position and status as Executive Vice Chairman;

(iv) a relocation of the Executive’s principal business location to an area outside a 25 mile radius of its current location or moving of the Executive from the Company’s principal offices;

(v) a material reduction in Annual Salary or total compensation opportunities of the Executive, or on or following a Change in Control, any reduction in Annual Salary or total compensation opportunities of the Executive; or

(vi) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company, or on or following a Change in Control, any breach by the Company of this Agreement or any other material agreement between the Executive and the Company.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. For purposes of

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this Section 5.2(a), the Executive’s date of termination shall be the next day following the Company’s 30-day cure period (if such event has not been cured or such reasonable steps have not been taken, as applicable), or such earlier time as agreed to by the Company and the Executive if the Company waives its right to cure under sub-clause (ii) of this paragraph.

(b) The Company may terminate the Executive’s employment at any time for any reason or no reason. The Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2. If during the Term the Company terminates the Executive’s employment (other than due to non-renewal under Section 1 above) and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executive shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) on the 60th day following Executive’s termination of employment (subject to Section 5.2(e) of this Agreement), (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (B) three (3) times the sum of his then Annual Salary and the highest Annual Bonus (based on the aggregate of cash and the value of any portion of the Annual Bonus paid in the form of an equity award) paid to the Executive for any of the three (3) years immediately preceding the year in which the Executive’s employment is terminated (to the extent applicable); provided that such highest Annual Bonus determined for these purposes shall in no event be less than Executive’s Annual Salary for the year of termination; (ii) the Executive shall be entitled to receive a Pro Rata Bonus payable at the time such Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; (iii) for a period of two (2) years after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such

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benefits); (iv) all outstanding unvested equity-based incentives and awards (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (v) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

(c) Notwithstanding the foregoing, in the event the Executive’s employment and this Agreement are terminated due to the Company’s providing a non-renewal notice at the end of the Initial Term (in accordance with Section 1 above), the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein, except that the multiple for the payment under Section 5.2(b)(i)(B) shall be two (2) times rather than three (3) times. For the avoidance of doubt, a non-renewal of this Agreement by the Company beyond the initial one-year renewal term (in accordance with Section 1 above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges that the provisions of this Section 5.2 will not apply after such aforementioned period.

(d) Notwithstanding clause 5.2(b)(iii), (i) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such clause 5.2(b)(iii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(b)(iii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

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(e) Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 5.2(b) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Exhibit A (which the Company shall execute as soon as practicable upon delivery by the Executive) and such waiver and release becomes effective and irrevocable within sixty (60) days following the date of termination. The Company shall provide the Executive with such waiver and release within five (5) business days following the Executive’s termination of employment.

5.3 Change in Control.

(a) Without duplication of the foregoing, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns his employment for Good Reason, in either case within six (6) months before, or one (1) year following, a Change in Control, the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein.

(b) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company);

(ii) consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities;

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(iii) there shall occur any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or

(iv) during any consecutive twenty-four (24) calendar month period, the members of the Board at the beginning of such period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

5.4 Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason will be deemed to constitute, without any further action required by any party, the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company and its subsidiaries and affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Section 5.4 shall serve as written notice of resignation in this circumstance.

6. Covenants of the Executive.

6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the management, acquisition, ownership and redevelopment of shopping centers in the United States on behalf of a publicly-traded real estate investment trust (such businesses, and any and all other businesses in which, at the time of Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential

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affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that:

(a) Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own 1% or more of any class of securities of such entity. Notwithstanding the foregoing, the covenants contained in this Section 6.1(a) shall not apply in the event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

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(b) Confidential Information. (i) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the

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immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any claim or defense in such proceeding.

(c) Non-Solicitation. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 6.1(a).

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(d) Nondisparagement. Each party agrees that at no time during the Executive’s employment by the Company or at any time thereafter shall such party (which, in the case of the Company, shall be the members of the Board and the senior officers) make, or cause or assist any other person to make, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party, including in the case of the Company any subsidiary (or any other entity directly or indirectly controlled by such entities) thereof or any of its respective directors, officers or employees. Notwithstanding the foregoing, nothing in this Section shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (A) necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (B) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information.

(e) Exclusive Property. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities) (i) shall at all times be the property of the Company (and, as applicable, any subsidiaries (or any other entity directly or indirectly controlled by such entities)) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, to materials prepared by Executive for the purposes of seeking legal or other professional advice or to materials relating to the businesses identified on Exhibit B hereto.

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6.2 Rights and Remedies upon Breach.

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

(b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.

(c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

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7. Defense of Claims. The Executive agrees that, during the Term, and for a period of two (2) years after termination of the Executive’s employment for any reason, upon reasonable request from the Company, and after Executive’s termination of employment, subject to Executive’s other business commitments, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except as reasonably determined by the Executive, if the Executive’s interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 7.

8. Other Provisions.

8.1 Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

8.2 Duration and Scope of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

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8.3 Enforceability; Jurisdiction; Arbitration.

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) shall be submitted to arbitration in New York in accordance with New York law and the employment arbitration rules and procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) and the Executive and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

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8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i) If to the Company, to:

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

Attention: Larry P. Medvinsky, Esq.

(ii) If to the Executive, to:

Stephen Ifshin

c/o DLC Realty Trust, Inc.

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

[Name and Address]

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

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8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and the Company’s successors and permitted assigns, and, in the case of the Executive, his heirs and legal representatives. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, provided that the successor or purchaser agrees, as a condition of such transaction, to assume all of the Company’s obligations hereunder.

8.9 Legal Fees. The Company will pay directly or reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in connection with the review and negotiation of this Agreement.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

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8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a) (each of the foregoing, to the extent any such payments thereunder remain unpaid), 6, 8.3, 8.10 and 8.15, and the other provisions of this Section 8 (to the extent necessary to effectuate the survival of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a), 6, 8.3, 8.10 and 8.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

8.14 Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.15 Liability Insurance. The Company shall use its reasonable best efforts to acquire and maintain directors and officers liability insurance to cover the Executive both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other senior executive officers and directors.

8.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.17 No Mitigation or Offset. In the event of termination of the Executive’s employment for any reason, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration or benefits from any subsequent employment that he may obtain, except to the extent provided in Section 5.2(d).

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8.18 Parachute Payments.

(a) If there is a change in ownership or control of the Company that would cause any payment, distribution or benefit provided by the Company, any person whose actions result in a change in ownership covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of the Executive (whether provided, to be provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the following provisions shall apply:

(i) If the Parachute Payment, reduced by the sum of (A) the Excise Tax and (B) the total of the federal, state, and local income and employment taxes payable by the Executive on the amount of the Parachute Payment which are in excess of the Threshold Amount (as defined below), are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

(ii) If the Threshold Amount is less than (A) the Parachute Payment, but greater than (B) the Parachute Payment reduced by the sum of (x) the Excise Tax and (y) the total of the federal, state, and local income and employment taxes payable by the Executive on the amount of the Parachute Payment which are in excess of the Threshold Amount, then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount. In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) stock options (and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

For the purposes of this Section 8.18, “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(b) Determinations. The determination as to which of the alternative provisions of Section 8.18(a) shall apply to the Executive shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”).

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The Accounting Firm shall make, and shall provide to the parties, such determination within sixty (60) days following the occurrence of the event that subjects the Executive to the Excise Tax. All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the base amount shall be treated as subject to the Excise Tax unless otherwise determined by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive and the Company shall provide the Accounting Firm with all information which the Accounting Firm reasonably deems necessary in computing the Threshold Amount. For purposes of determining which of the alternative provisions of Section 8.18(a) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the determination date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

8.19 Section 409A Compliance. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months

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following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the 10th day after the end of such deferral period together with interest thereon through the date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (the “Applicable Interest Rate”). If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount, together with interest thereon through the date preceding payment at the Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an

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exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
Name:
Title:
By:
	Stephen Ifshin

EXHIBIT A

Form of Waiver and Release

This Waiver and General Release of all Claims (this “Agreement”) is entered into by Stephen Ifshin (the “Executive”) and DLC Realty Trust, Inc., a Maryland corporation (the “Company”), effective as of __________ (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement between the Executive and the Company, dated __________, 2010 (the “Employment Agreement”), the Executive and the Company agree as follows:

1. Return of Property. All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned on the date of the Executive’s termination from the Company or as soon as practicable thereafter. Notwithstanding anything herein to the contrary, the Executive may retain his rolodex (and similar address and telephone directories) and compensation related documents (including, without limitation, the Employment Agreement and benefit and compensation plans in which the Executive was eligible to participate).

2. General Releases and Waivers of Claims.

(a) Executive’s Release of Company. In consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement and after consultation with counsel, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of its or their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, stockholders, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively, “Company Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of

Exh. A-1

whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement, (ii) any right the Executive may have to enforce this Agreement or the Employment Agreement, (iii) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, including, without limitation, pursuant to Section 7 and Section 8.15 of the Employment Agreement, (iv) any claims for accrued, vested benefits under any employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, or (v) any right or claim that the Executive may have to obtain contributions as permitted by applicable law in an action in which both the Executive on the one hand or any Company Party on the other hand are held jointly liable.

(b) Executive’s Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement, the Executive hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the

Exh. A-2

terms relating to the Executive’s release of claims arising under ADEA, and the Executive has been given the opportunity to do so; (ii) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c) Company’s Release of Executive. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Parties”) from any and all Claims , including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release the Executive or any other Executive Party from any Claims based on any right the Company may have to enforce this Agreement or the Employment Agreement. The Company represents that as of the Effective Date it knows of no basis for any Claim by it against the Executive.

(d) No Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under this Agreement.

3. Waiver of Relief. The parties acknowledge and agree that by virtue of the foregoing, they have waived any relief available to them (including without limitation, monetary damages and equitable relief, and reinstatement in the case of the Executive) under any of the Claims waived in paragraph 2. Therefore the parties agree that they will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any

Exh. A-3

government agency) with respect to any Claim or right waived in this Agreement. Nothing in this Agreement shall be construed to prevent any party from cooperating with or participating in an investigation conducted by, any governmental agency, to the extent required or permitted by law.

4. Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

5. Non-admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party or the Executive or any other Executive Party.

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

7. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 8.3 of the Employment Agreement.

8. Notices. All notices or communications hereunder shall be made in accordance with Section 8.4 of the Employment Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

[Executive]
____________________________
Date:	_______________________

DLC REALTY TRUST, INC.
By:
	Name:
	Title:

Exh. A-4

EXHIBIT B

Excluded Businesses; Excluded Properties

Excluded Businesses

1. That certain entity known as Infill Development, LLC (“Infill”), a [—] limited liability company that is owned by Adam Ifshin and Stephen Ifshin, together with any and all entities in which Infill now or hereafter owns an interest; provided, that (i) Infill and such other entities do not engage, directly or indirectly, primarily in any activities other than the development of stand-alone pads for Walgreens and (ii) to the extent that Infill or any such other entity engages in any other such businesses or activities, except with respect to that certain stand-alone Walgreens development project (of approximately 15,000 square feet) and that certain stand-alone Stop and Shop Supermarket development project (of approximately 50,000 square feet), it will not engage in the management, acquisition, ownership and redevelopment of shopping centers that contain greater than 30,000 square feet. As of the date hereof, Infill owns an interest in each of the following entities: (a) Ossining RX Development, LLC; (b) Thornwood RX Development, LLC; and (c) Wakefield RX Development, LLC.

2. That certain entity known as UrbanCore Development, LLC, a [—] limited liability company that is owned by Adam Ifshin and Stephen Ifshin; provided, that, except with respect to that certain existing development (of over approximately 250,000 square feet) located in Chicago, Illinois, such entity does not engage, directly or indirectly, (i) primarily in any activities other than the completion of current consulting and development projects relating to mixed-use commercial sites in urban markets and (ii) in any case, in the management, acquisition, ownership and redevelopment of shopping centers except as noted in (i) above.

Excluded Properties

1. The buildings, including all appurtenant facilities known as “Bell Forge Square Shopping Center” located in Davidson County, Tennessee and owned by Bell Forge Improvements, LLC, a Delaware limited liability company.

2. The buildings, including all appurtenant facilities known as “East Park Plaza” and “Shoppers Fair Shopping Center” and located in Lincoln, Nebraska and owned by East Park Improvements, LLC, a Delaware limited liability company, and Shoppers Fair Improvements, LLC, a Delaware limited liability company.

3. The buildings, including all appurtenant facilities known as “Oaks at Oak Brook” located in Oak Brook, Illinois and owned by Oaks Improvements, LLC, a Delaware limited liability company.

4. The buildings, including all appurtenant facilities known as “Salem Consumer Square” located in Trotwood, Ohio and owned by Salem Square Improvements, LLC, a Delaware limited liability company.

5. The buildings, including all appurtenant facilities known as “The Shoppes at Hope Valley” located in Durham, North Carolina and owned by Hope Valley Improvements, LLC, a Delaware limited liability company.

6. The buildings, including all appurtenant facilities known as “The Shoppes at Letson Farms” located in McCalla, Alabama and owned by Letson Farms Improvements, LLC, a Delaware limited liability company.

7. The buildings, including all appurtenant facilities known as “Stone Mountain Square” located in Stone Mountain, Georgia and owned by Stone Mountain Improvements, LLC, a Delaware limited liability company and the related property known as “Stone Mountain Outparcel” located in Stone Mountain, Georgia and owned by Stone Mountain Outparcel, LLC, a Delaware limited liability company.

Exh. B-1

EXHIBIT C

Directorships

1. Member of the Board of Directors of WBGO Jazz 88.3.

2. Co-Chair of the Board of Advisors to the University of Vermont’s School of Business Administration.

Exh. C-1

EX-10.13

Exhibit 10.13

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of                     , 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and Daniel Taub (the “Executive”).

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

2. Position and Duties.

2.1 General. During the Term, the Executive shall be employed by the Company as Chief Operating Officer of the Company and its subsidiaries, reporting to the Chief Executive Officer of the Company (the “CEO”). In such capacity, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be reasonably specified and designated from time to time by the CEO, provided that such duties are consistent with the Executive’s position. The Executive’s principal place of employment shall be the principal offices of the Company currently in Tarrytown, New York; provided, however, that the Executive understands and agrees that reasonable travel may be required from time to time for business reasons.

2.2 Exclusive Services. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that the Executive may (i) engage in other charitable and community activities, (ii) serve on the board of directors or governing body of one (1) charitable, civic and/or educational institution without the prior written consent of the CEO and, with respect to any such additional board of directorship or governing body position, only if such prior written consent has been given by the CEO, and (iii) manage personal and family investments, provided that such other activities do not materially interfere with the performance of Executive’s duties hereunder. Subject to Section 6, the Executive also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the CEO, which shall not unreasonably be withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $339,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. At least annually, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company shall review the Executive’s Annual Salary in good faith and may provide for increases therein (but not decreases) as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”).

3.2 Bonus. For the Company’s 2010 fiscal year, the Executive shall be eligible to receive a discretionary bonus (the “2010 Bonus”), as determined in the sole discretion of the Company, provided that the 2010 Bonus shall not be less than the bonus amount that the Executive received from DLC Management Corporation for the fiscal year ended December 31, 2009. For each fiscal year during the Term following the 2010 fiscal year, the Executive shall be eligible to receive an incentive bonus (each an “Annual Bonus”) based on a percentage of his Annual Salary and subject to satisfaction of

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corporate and individual performance goals, each as determined by the Compensation Committee with respect to the year to which such bonus relates. The Executive’s Annual Bonuses shall be determined in accordance with a Company incentive compensation program as applicable to senior executives (including threshold, target and maximum bonus ranges for the Executive of 50%, 87.5% and 125%, respectively, of Annual Salary) as in effect from time to time. The 2010 Bonus and the Annual Bonuses shall be paid in the fiscal year following the fiscal year for which such bonuses are awarded, but in all events shall be paid no later than March 15 of such following fiscal year.

3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health and dental programs, equity incentive plans, 401(k) and other retirement plans, fringe benefit programs and similar benefits on a basis no less favorable than may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs. In implementing any compensation/benefits programs or awards (including equity awards), the Company shall consider and attempt, in good faith, to structure such programs or awards in the most tax efficient manner for the Executive.

3.4 Vacation Days. The Executive shall be entitled to vacation of twenty (20) business days per year. Any accrued vacation not taken during any year may be carried forward to subsequent years, up to a maximum of sixty (60) vacation days at any time. Vacation days in all events shall be taken at reasonable times and in accordance with the Company’s policies.

3.5 Long-Term Incentive Compensation.

(a) For each fiscal year during the Term, the Executive shall be eligible to participate in any annual or other long-term incentive compensation program (including, without limitation, any out-performance plan or program) established by the Company for the benefit of senior executives subject to the terms of such plans. The number (and value) of any awards granted to the Executive will be at a level and, on such terms (including, without limitation, vesting and post termination exercise periods (if any)) determined by the Compensation Committee.

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(b) As of the Effective Date, the Executive shall be granted an award consisting of 110,767 LTIP units (the “LTIP Units”) in the Company’s operating partnership under the Company’s Equity Incentive Plan (the “Plan”). Subject to Section 4 and Section 5, the LTIP Units will vest in five equal annual installments beginning on the first anniversary of the Effective Date (in 2011, 2012, 2013, 2014 and 2015), subject to the Executive’s continuing employment with the Company on such dates. Regardless of when any LTIP Units become vested (i.e., whether under this Section 3.5(b), Section 4 or Section 5), each LTIP Unit shall continue to be subject to a one-year restriction on transfer (that is, such LTIP Units will continue to be non-transferable for the one-year period) following the vesting date. Notwithstanding the foregoing, the one-year post-vesting restriction on transfer will cease to apply to any LTIP Units (whether then vested or later vested) in the event of a Change in Control (as defined herein). An award agreement memorializing the grant of the LTIP Units shall be issued by the Company.

3.6 Expenses. The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits reasonable proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

4. Termination upon Death or Disability.

4.1 In General. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period or if the Company has a long-term disability policy in effect, if the Executive incurs a disability thereunder (a “Disability”), the Company shall have the right to terminate the employment of the Executive upon notice in writing to

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the Executive. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue absent manifest error. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

4.2 Compensation Upon Termination Due to Death or Disability. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) within thirty (30) days following Executive’s termination of employment, Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement (including payment for any accrued, unused vacation days) on or prior to the date of termination (and reimbursement under this Agreement for expenses incurred on or prior to the date of termination); (ii) a pro rata (based on the number of days employed in the fiscal year of termination) Annual Bonus for the fiscal year in which his termination occurs, calculated based on actual results for such fiscal year (the “Pro Rata Bonus”), paid at the time that the Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) all outstanding unvested equity-based incentives and awards held by the Executive (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under the insurance arrangements referenced in Section 3.4 above, and any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

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5. Certain Terminations of Employment.

5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

(i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude, dishonesty, breach of trust, unethical business conduct or otherwise involving the Company;

(ii) engagement in the performance of his duties hereunder, or otherwise, to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

(iii) repeated failure to adhere to the lawful directions of the CEO, to adhere to the Company’s policies and practices or, in accordance with Section 2.2 hereof, to devote substantially all of his business time and efforts to the Company;

(iv) willful and continued failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as described in Section 4)) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties;

(v) breach of any of the provisions of Section 6; or

(vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within ten (10) days following written notice from the Company specifying such breach;

provided, however, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (ii) above and on written notice given to the Executive at any time not more than thirty (30) days following the occurrence of any of the events described in clause (i), (iii), (iv), (v) or (vi) above (or, if later, the Company’s knowledge thereof). For the avoidance of doubt, the foregoing resolution can be adopted by the Board in executive session.

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(b) The Company may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate his employment on at least thirty (30) days’ written notice. If during the Term the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4, 5.2 or 5.3, (i) the Executive shall receive Annual Salary through the date of termination, Annual Bonus for the preceding fiscal year (if unpaid), and other benefits (but, in all events, and without increasing the Executive’s rights under any other provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (including payment for any accrued, unused vacation days and reimbursement under this Agreement for expenses incurred prior to the termination of employment), (ii) all outstanding unvested equity-based incentives and awards held by the Executive as of his date of termination shall be forfeited unless otherwise provided in an applicable award agreement, or as otherwise agreed by the Company, and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason; Expiration/Non-Renewal of the Agreement by the Company.

(a) For purposes of this Agreement, “Good Reason” shall mean the following, unless consented to by the Executive in writing:

(i) any material diminution of the responsibilities of the Executive from those set forth in this Agreement, or on or following a Change in Control (as defined below), any material adverse change in the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement;

(ii) the assignment of duties to the Executive that are materially inconsistent with the Executive’s position and status as Chief Operating Officer;

(iii) a relocation of the Executive’s principal business location to an area outside a 35 mile radius of its current location;

(iv) a material reduction in Annual Salary or total compensation opportunities of the Executive, or on or following a Change in Control, any reduction in Annual Salary or total compensation opportunities of the Executive; or

(v) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company, or on or following a Change in Control, any breach by the Company of this Agreement or any other material agreement between the Executive and the Company.

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Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. For purposes of this Section 5.2(a), the Executive’s date of termination shall be the next day following the Company’s 30-day cure period (if such event has not been cured or such reasonable steps have not been taken, as applicable), or such earlier time as agreed to by the Company and the Executive if the Company waives its right to cure under sub-clause (ii) of this paragraph.

(b) The Company may terminate the Executive’s employment at any time for any reason or no reason. The Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2. If during the Term the Company terminates the Executive’s employment (other than due to non-renewal under Section 1 above) and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executive shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) on the 60th day following Executive’s termination of employment (subject to Section 5.2(e) of this Agreement), (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date

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of termination) and (B) one (1) times the sum of his then Annual Salary and the highest Annual Bonus (based on the aggregate of cash and the value of any portion of the Annual Bonus paid in the form of an equity award) paid to the Executive for any of the three (3) years immediately preceding the year in which the Executive’s employment is terminated (to the extent applicable); (ii) the Executive shall be entitled to receive a Pro Rata Bonus payable at the time such Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) for a period of one (1) year after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iv) all outstanding unvested equity-based incentives and awards (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (v) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

(c) Notwithstanding the foregoing, in the event the Executive’s employment and this Agreement are terminated due to the Company’s providing a non-renewal notice at the end of the Initial Term (in accordance with Section 1 above), the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein. For the avoidance of doubt, a non-renewal of this Agreement by the Company beyond the initial one-year renewal term (in accordance with Section 1 above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges that the provisions of this Section 5.2 will not apply after such aforementioned period, except that the equity-based awards granted under Section 3.5(b) shall (to the extent unvested and outstanding) accelerate and become fully vested and exercisable in accordance with Section 5.2(b)(iv) upon a non-renewal of this Agreement by the Company beyond the initial one-year renewal term.

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(d) Notwithstanding clause 5.2(b)(iii), (i) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such clause 5.2(b)(iii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(b)(iii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

(e) Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 5.2(b) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Exhibit A (which the Company shall execute as soon as practicable upon delivery by the Executive) and such waiver and release becomes effective and irrevocable within sixty (60) days following the date of termination. The Company shall provide the Executive with such waiver and release within five (5) business days following the Executive’s termination of employment.

5.3 Change in Control.

(a) Without duplication of the foregoing, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns his employment for Good Reason, in either case within six (6) months before, or one (1) year following, a Change in Control, the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein, except that the multiple for the payment under Section 5.2(b)(i)(B) shall be two times rather than one times.

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(b) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3)
of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company);

(ii) consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities;

(iii) there shall occur any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or

(iv) during any consecutive twenty-four (24) calendar month period, the members of the Board at the beginning of such period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

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5.4 Resignation from Officerships. The termination of the Executive’s employment for any reason will be deemed to constitute, without any further action required by any party, the Executive’s resignation from (i) any officer or employee position the Executive has with the Company and its subsidiaries and affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Section 5.4 shall serve as written notice of resignation in this circumstance.

6. Covenants of the Executive.

6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the management, acquisition, ownership and redevelopment of shopping centers in the United States on behalf of a publicly-traded real estate investment trust (such businesses, and any and all other businesses in which, at the time of Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that:

(a) Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business

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(other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own 1% or more of any class of securities of such entity. Notwithstanding the foregoing, the covenants contained in this Section 6.1(a) shall not apply in the event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

(b) Confidential Information. (i) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third

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party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any claim or defense in such proceeding.

(c) Non-Solicitation. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that

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the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 6.1(a).

(d) Nondisparagement. Each party agrees that at no time during the Executive’s employment by the Company or at any time thereafter shall such party (which, in the case of the Company, shall be the members of the Board and the senior officers) make, or cause or assist any other person to make, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party, including in the case of the Company any subsidiary (or any other entity directly or indirectly controlled by such entities) thereof or any of its respective directors, officers or employees. Notwithstanding the foregoing, nothing in this Section shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (A) necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (B) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information.

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(e) Exclusive Property. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities) (i) shall at all times be the property of the Company (and, as applicable, any subsidiaries (or any other entity directly or indirectly controlled by such entities)) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice.

6.2 Rights and Remedies upon Breach.

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

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(b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.

(c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

7. Defense of Claims. The Executive agrees that, during the Term, and for a period of two (2) years after termination of the Executive’s employment for any reason, upon reasonable request from the Company, and after Executive’s termination of employment, subject to Executive’s other business commitments, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except as reasonably determined by the Executive, if the Executive’s interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 7.

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8. Other Provisions.

8.1 Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

8.2 Duration and Scope of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 Enforceability; Jurisdiction; Arbitration.

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

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(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) shall be submitted to arbitration in New York in accordance with New York law and the employment arbitration rules and procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) and the Executive and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i) If to the Company, to:

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

Attention: Larry P. Medvinsky, Esq.

(ii) If to the Executive, to:

Daniel Taub

c/o DLC Realty Trust, Inc.

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

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with a copy to:

Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068

Attention: Andrew Graw, Esq.

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and the Company’s successors and permitted assigns, and, in the case of the Executive, his heirs and legal representatives. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing

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entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, provided that the successor or purchaser agrees, as a condition of such transaction, to assume all of the Company’s obligations hereunder.

8.9 Legal Fees. The Company will pay directly or reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in connection with the review and negotiation of this Agreement in an amount not to exceed $5,000.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a) (each of the foregoing, to the extent any such payments thereunder remain unpaid), 6, 8.3, 8.10 and 8.15, and the other provisions of this Section 8 (to the extent necessary to effectuate the survival of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a), 6, 8.3, 8.10 and 8.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

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8.14 Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.15 Liability Insurance. The Company shall use its reasonable best efforts to acquire and maintain directors and officers liability insurance to cover the Executive both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other senior executive officers and directors.

8.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.17 No Mitigation or Offset. In the event of termination of the Executive’s employment for any reason, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration or benefits from any subsequent employment that he may obtain, except to the extent provided in Section 5.2(d).

8.18 Parachute Payments.

(a) If there is a change in ownership or control of the Company that would cause any payment, distribution or benefit provided by the Company, any person whose actions result in a change in ownership covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of the Executive (whether provided, to be provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount (as defined below). In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) stock options

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(and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. For the purposes of this Section 8.18, “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(b) Calculations. The calculation of the Threshold Amount shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the base amount shall be treated as subject to the Excise Tax unless otherwise determined by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive and the Company shall provide the Accounting Firm with all information which the Accounting Firm reasonably deems necessary in computing the Threshold Amount and, if requested by the Executive, the Company shall provide the Executive with the calculations provided by the Accounting Firm, together with an explanation of the manner in which Payments will be reduced so as not to exceed the Threshold Amount.

8.19 Section 409A Compliance. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under

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Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the 10th day after the end of such deferral period together with interest thereon through the date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (the “Applicable Interest Rate”). If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount, together with interest thereon through the date preceding payment at the Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

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The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
Name:
Title:
By:
	Daniel Taub

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EXHIBIT A

Form of Waiver and Release

This Waiver and General Release of all Claims (this “Agreement”) is entered into by Daniel Taub (the “Executive”) and DLC Realty Trust, Inc., a Maryland corporation (the “Company”), effective as of __________ (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement between the Executive and the Company, dated __________, 2010 (the “Employment Agreement”), the Executive and the Company agree as follows:

1. Return of Property. All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned on the date of the Executive’s termination from the Company or as soon as practicable thereafter. Notwithstanding anything herein to the contrary, the Executive may retain his rolodex (and similar address and telephone directories) and compensation related documents (including, without limitation, the Employment Agreement and benefit and compensation plans in which the Executive was eligible to participate).

2. General Releases and Waivers of Claims.

(a) Executive’s Release of Company. In consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement and after consultation with counsel, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of its or their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, stockholders, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively, “Company Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of

Exh. A-1

whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement, (ii) any right the Executive may have to enforce this Agreement or the Employment Agreement, (iii) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, including, without limitation, pursuant to Section 7 and Section 8.15 of the Employment Agreement, (iv) any claims for accrued, vested benefits under any employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, or (v) any right or claim that the Executive may have to obtain contributions as permitted by applicable law in an action in which both the Executive on the one hand or any Company Party on the other hand are held jointly liable.

(b) Executive’s Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement, the Executive hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the

Exh. A-2

terms relating to the Executive’s release of claims arising under ADEA, and the Executive has been given the opportunity to do so; (ii) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c) Company’s Release of Executive. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Parties”) from any and all Claims , including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release the Executive or any other Executive Party from any Claims based on any right the Company may have to enforce this Agreement or the Employment Agreement. The Company represents that as of the Effective Date it knows of no basis for any Claim by it against the Executive.

(d) No Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under this Agreement.

3. Waiver of Relief. The parties acknowledge and agree that by virtue of the foregoing, they have waived any relief available to them (including without limitation, monetary damages and equitable relief, and reinstatement in the case of the Executive) under any of the Claims waived in paragraph 2. Therefore the parties agree that they will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any

Exh. A-3

government agency) with respect to any Claim or right waived in this Agreement. Nothing in this Agreement shall be construed to prevent any party from cooperating with or participating in an investigation conducted by, any governmental agency, to the extent required or permitted by law.

4. Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

5. Non-admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party or the Executive or any other Executive Party.

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

7. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 8.3 of the Employment Agreement.

8. Notices. All notices or communications hereunder shall be made in accordance with Section 8.4 of the Employment Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

[Executive]
____________________
Date: _____________
DLC REALTY TRUST, INC.
By:
	Name:
	Title:

Exh. A-4

EX-10.14

Exhibit 10.14

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of _______, 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and William Comeau (the “Executive”).

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

2. Position and Duties.

2.1 General. During the Term, the Executive shall be employed by the Company as Chief Financial Officer of the Company and its subsidiaries, reporting to the Chief Executive Officer of the Company (the “CEO”). In such capacity, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be reasonably specified and designated from time to time by the CEO, provided that such duties are consistent with the Executive’s position. The Executive’s principal place of employment shall be the principal offices of the Company currently in Tarrytown, New York; provided, however, that the Executive understands and agrees that reasonable travel may be required from time to time for business reasons.

2.2 Exclusive Services. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that the Executive may (i) engage in other charitable and community activities, (ii) serve on the board of directors or governing body of one (1) charitable, civic and/or educational institution without the prior written consent of the CEO and, with respect to any such additional board of directorship or governing body position, only if such prior written consent has been given by the CEO, and (iii) manage personal and family investments, provided, that such other activities do not materially interfere with the performance of Executive’s duties hereunder. Subject to Section 6, the Executive also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the CEO, which shall not unreasonably be withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $314,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. At least annually, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company shall review the Executive’s Annual Salary in good faith and may provide for increases therein (but not decreases) as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”).

3.2 Bonus. For the Company’s 2010 fiscal year, the Executive shall be eligible to receive a discretionary bonus (the “2010 Bonus”), as determined in the sole discretion of the Company, provided that the 2010 Bonus shall not be less than the bonus amount that the Executive received from DLC Management Corporation for the fiscal year ended December 31, 2009. For each fiscal year during the Term following the 2010 fiscal year, the Executive shall be eligible to receive an incentive bonus (each an “Annual Bonus”) based on a percentage of his Annual Salary and subject to satisfaction of

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corporate and individual performance goals, each as determined by the Compensation Committee with respect to the year to which such bonus relates. The Executive’s Annual Bonuses shall be determined in accordance with a Company incentive compensation program as applicable to senior executives (including threshold, target and maximum bonus ranges for the Executive of 50%, 75% and 100%, respectively, of Annual Salary) as in effect from time to time. The 2010 Bonus and the Annual Bonuses shall be paid in the fiscal year following the fiscal year for which such bonuses are awarded, but in all events shall be paid no later than March 15 of such following fiscal year.

3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health and dental programs, equity incentive plans, 401(k) and other retirement plans, fringe benefit programs and similar benefits on a basis no less favorable than may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs. In implementing any compensation/benefits programs or awards (including equity awards), the Company shall consider and attempt, in good faith, to structure such programs or awards in the most tax efficient manner for the Executive.

3.4 Vacation Days. The Executive shall be entitled to vacation of twenty (20) business days per year. Any accrued vacation not taken during any year may be carried forward to subsequent years, up to a maximum of sixty (60) vacation days at any time. Vacation days in all events shall be taken at reasonable times and in accordance with the Company’s policies.

3.5 Long-Term Incentive Compensation.

(a) For each fiscal year during the Term, the Executive shall be eligible to participate in any annual or other long-term incentive compensation program (including, without limitation, any out-performance plan or program) established by the Company for the benefit of senior executives subject to the terms of such plans. The number (and value) of any awards granted to the Executive will be at a level and, on such terms (including, without limitation, vesting and post termination exercise periods (if any)) determined by the Compensation Committee.

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(b) As of the Effective Date, the Executive shall be granted an award consisting of 100,952 LTIP units (the “LTIP Units”) in the Company’s operating partnership under the Company’s Equity Incentive Plan (the “Plan”). Subject to Section 4 and Section 5, the LTIP Units will vest in five equal annual installments beginning on the first anniversary of the Effective Date (in 2011, 2012, 2013, 2014 and 2015), subject to the Executive’s continuing employment with the Company on such dates. Regardless of when any LTIP Units become vested (i.e., whether under this Section 3.5(b), Section 4 or Section 5), each LTIP Unit shall continue to be subject to a one-year restriction on transfer (that is, such LTIP Units will continue to be non-transferable for the one-year period) following the vesting date. Notwithstanding the foregoing, the one-year post-vesting restriction on transfer will cease to apply to any LTIP Units (whether then vested or later vested) in the event of a Change in Control (as defined herein). An award agreement memorializing the grant of the LTIP Units shall be issued by the Company.

3.6 Expenses. The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits reasonable proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

4. Termination upon Death or Disability.

4.1 In General. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period or if the Company has a long-term disability policy in effect, if the Executive incurs a disability thereunder (a “Disability”), the Company shall have the right to terminate the employment of the Executive upon notice in writing to

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the Executive. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue absent manifest error. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

4.2 Compensation Upon Termination Due to Death or Disability. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) within thirty (30) days following Executive’s termination of employment, Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement (including payment for any accrued, unused vacation days) on or prior to the date of termination (and reimbursement under this Agreement for expenses incurred on or prior to the date of termination); (ii) a pro rata (based on the number of days employed in the fiscal year of termination) Annual Bonus for the fiscal year in which his termination occurs, calculated based on actual results for such fiscal year (the “Pro Rata Bonus”), paid at the time that the Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) all outstanding unvested equity-based incentives and awards held by the Executive (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under the insurance arrangements referenced in Section 3.4 above, and any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

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5. Certain Terminations of Employment.

5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

(i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude, dishonesty, breach of trust, unethical business conduct or otherwise involving the Company;

(ii) engagement in the performance of his duties hereunder, or otherwise, to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

(iii) repeated failure to adhere to the lawful directions of the CEO, to adhere to the Company’s policies and practices or, in accordance with Section 2.2 hereof, to devote substantially all of his business time and efforts to the Company;

(iv) willful and continued failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as described in Section 4)) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties;

(v) breach of any of the provisions of Section 6; or

(vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within ten (10) days following written notice from the Company specifying such breach;

provided, however, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (ii) above and on written notice given to the Executive at any time not more than thirty (30) days following the occurrence of any of the events described in clause (i), (iii), (iv), (v) or (vi) above (or, if later, the Company’s knowledge thereof). For the avoidance of doubt, the foregoing resolution can be adopted by the Board in executive session.

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(b) The Company may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate his employment on at least thirty (30) days’ written notice. If during the Term the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4, 5.2 or 5.3, (i) the Executive shall receive Annual Salary through the date of termination, Annual Bonus for the preceding fiscal year (if unpaid), and other benefits (but, in all events, and without increasing the Executive’s rights under any other provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (including payment for any accrued, unused vacation days and reimbursement under this Agreement for expenses incurred prior to the termination of employment), (ii) all outstanding unvested equity-based incentives and awards held by the Executive as of his date of termination shall be forfeited unless otherwise provided in an applicable award agreement, or as otherwise agreed by the Company, and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason; Expiration/Non-Renewal of the Agreement by the Company.

(a) For purposes of this Agreement, “Good Reason” shall mean the following, unless consented to by the Executive in writing:

(i) any material diminution of the responsibilities of the Executive from those set forth in this Agreement, or on or following a Change in Control (as defined below), any material adverse change in the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement;

(ii) the assignment of duties to the Executive that are materially inconsistent with the Executive’s position and status as Chief Financial Officer, or the requirement by the Company (or any person on behalf of the Company) to improperly execute and deliver a certification required by or under the securities laws of the United States (including, without limitation, any rule or regulation promulgated thereunder);

(iii) a relocation of the Executive’s principal business location to an area outside a 35 mile radius of its current location;

(iv) a material reduction in Annual Salary or total compensation opportunities of the Executive, or on or following a Change in Control, any reduction in Annual Salary or total compensation opportunities of the Executive; or

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(v) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company, or on or following a Change in Control, any breach by the Company of this Agreement or any other material agreement between the Executive and the Company.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. For purposes of this Section 5.2(a), the Executive’s date of termination shall be the next day following the Company’s 30-day cure period (if such event has not been cured or such reasonable steps have not been taken, as applicable), or such earlier time as agreed to by the Company and the Executive if the Company waives its right to cure under sub-clause (ii) of this paragraph.

(b) The Company may terminate the Executive’s employment at any time for any reason or no reason. The Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2. If during the Term the Company terminates the Executive’s employment (other than due to non-renewal under Section 1 above) and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executive shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) on the 60th day following Executive’s termination of employment (subject to Section 5.2(e) of this Agreement), (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to

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the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (B) one (1) times the sum of his then Annual Salary and the highest Annual Bonus (based on the aggregate of cash and the value of any portion of the Annual Bonus paid in the form of an equity award) paid to the Executive for any of the three (3) years immediately preceding the year in which the Executive’s employment is terminated (to the extent applicable); (ii) the Executive shall be entitled to receive a Pro Rata Bonus payable at the time such Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) for a period of one (1) year after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iv) all outstanding unvested equity-based incentives and awards (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (v) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

(c) Notwithstanding the foregoing, in the event the Executive’s employment and this Agreement are terminated due to the Company’s providing a non-renewal notice at the end of the Initial Term (in accordance with Section 1 above), the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein. For the avoidance of doubt, a non-renewal of this Agreement by the Company beyond the initial one-year renewal term (in accordance with Section 1 above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges that the provisions of this Section 5.2 will not apply after

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such aforementioned period, except that the equity-based awards granted under Section 3.5(b) shall (to the extent unvested and outstanding) accelerate and become fully vested and exercisable in accordance with Section 5.2(b)(iv) upon a non-renewal of this Agreement by the Company beyond the initial one-year renewal term.

(d) Notwithstanding clause 5.2(b)(iii), (i) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such clause 5.2(b)(iii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(b)(iii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

(e) Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 5.2(b) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Exhibit A (which the Company shall execute as soon as practicable upon delivery by the Executive) and such waiver and release becomes effective and irrevocable within sixty (60) days following the date of termination. The Company shall provide the Executive with such waiver and release within five (5) business days following the Executive’s termination of employment.

5.3 Change in Control.

(a) Without duplication of the foregoing, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns his employment for Good Reason, in either case within six (6) months before, or one (1) year following, a Change in Control, the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein, except that the multiple for the payment under Section 5.2(b)(i)(B) shall be two times rather than one times.

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(b) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company);

(ii) consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities;

(iii) there shall occur any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or

(iv) during any consecutive twenty-four (24) calendar month period, the members of the Board at the beginning of such period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

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5.4 Resignation from Officerships. The termination of the Executive’s employment for any reason will be deemed to constitute, without any further action required by any party, the Executive’s resignation from (i) any officer or employee position the Executive has with the Company and its subsidiaries and affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Section 5.4 shall serve as written notice of resignation in this circumstance.

6. Covenants of the Executive.

6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the management, acquisition, ownership and redevelopment of shopping centers in the United States on behalf of a publicly-traded real estate investment trust (such businesses, and any and all other businesses in which, at the time of Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that:

(a) Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”),

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he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own 1% or more of any class of securities of such entity. Notwithstanding the foregoing, the covenants contained in this Section 6.1(a) shall not apply in the event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

(b) Confidential Information. (i) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s

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express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any claim or defense in such proceeding.

(c) Non-Solicitation. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such

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employee’s or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 6.1(a).

(d) Nondisparagement. Each party agrees that at no time during the Executive’s employment by the Company or at any time thereafter shall such party (which, in the case of the Company, shall be the members of the Board and the senior officers) make, or cause or assist any other person to make, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party, including in the case of the Company any subsidiary (or any other entity directly or indirectly controlled by such entities) thereof or any of its respective directors, officers or employees. Notwithstanding the foregoing, nothing in this Section shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (A) necessary in connection with any

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litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (B) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information.

(e) Exclusive Property. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities) (i) shall at all times be the property of the Company (and, as applicable, any subsidiaries (or any other entity directly or indirectly controlled by such entities)) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice.

6.2 Rights and Remedies upon Breach.

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction,

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including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

(b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.

(c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

7. Defense of Claims. The Executive agrees that, during the Term, and for a period of two (2) years after termination of the Executive’s employment for any reason, upon reasonable request from the Company, and after Executive’s termination of employment, subject to Executive’s other business commitments, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except as reasonably determined by the Executive, if the Executive’s interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 7.

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8. Other Provisions.

8.1 Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

8.2 Duration and Scope of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 Enforceability; Jurisdiction; Arbitration.

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

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(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) shall be submitted to arbitration in New York in accordance with New York law and the employment arbitration rules and procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) and the Executive and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i) If to the Company, to:

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

Attention: Larry P. Medvinsky, Esq.

(ii) If to the Executive, to:

William Comeau

9 Morning View Court

Huntington, New York 11743

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with a copy to:

Ruskin Moscou Faltischek, P.C.

1425 RXR Plaza

East Tower, 15th Floor

Uniondale, New York 11556

Attention: Jeffrey M. Schlossberg, Esq.;

                 Seth Rubin, Esq.

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and the Company’s successors and permitted assigns, and, in the case of the Executive, his heirs and legal representatives. No rights or obligations of the Company under this

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Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, provided that the successor or purchaser agrees, as a condition of such transaction, to assume all of the Company’s obligations hereunder.

8.9 Legal Fees. The Company will pay directly or reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in connection with the review and negotiation of this Agreement in an amount not to exceed $5,000.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a) (each of the foregoing, to the extent any such payments thereunder remain unpaid), 6, 8.3, 8.10 and 8.15, and the other provisions of this Section 8 (to the extent necessary to effectuate the survival of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a), 6, 8.3, 8.10 and 8.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

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8.14 Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.15 Liability Insurance. The Company shall use its reasonable best efforts to acquire and maintain directors and officers liability insurance to cover the Executive both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other senior executive officers and directors.

8.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.17 No Mitigation or Offset. In the event of termination of the Executive’s employment for any reason, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration or benefits from any subsequent employment that he may obtain, except to the extent provided in Section 5.2(d).

8.18 Parachute Payments.

(a) If there is a change in ownership or control of the Company that would cause any payment, distribution or benefit provided by the Company, any person whose actions result in a change in ownership covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of the Executive (whether provided, to be provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount (as defined

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below). In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) stock options (and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. For the purposes of this Section 8.18, “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(b) Calculations. The calculation of the Threshold Amount shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the base amount shall be treated as subject to the Excise Tax unless otherwise determined by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive and the Company shall provide the Accounting Firm with all information which the Accounting Firm reasonably deems necessary in computing the Threshold Amount and, if requested by the Executive, the Company shall provide the Executive with the calculations provided by the Accounting Firm, together with an explanation of the manner in which Payments will be reduced so as not to exceed the Threshold Amount.

8.19 Section 409A Compliance. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the

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commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the 10th day after the end of such deferral period together with interest thereon through the date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (the “Applicable Interest Rate”). If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount, together with interest thereon through the date preceding payment at the Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this

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Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
Name:
Title:
By:
	William Comeau

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EXHIBIT A

Form of Waiver and Release

This Waiver and General Release of all Claims (this “Agreement”) is entered into by William Comeau (the “Executive”) and DLC Realty Trust, Inc., a Maryland corporation (the “Company”), effective as of __________ (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement between the Executive and the Company, dated __________, 2010 (the “Employment Agreement”), the Executive and the Company agree as follows:

1. Return of Property. All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned on the date of the Executive’s termination from the Company or as soon as practicable thereafter. Notwithstanding anything herein to the contrary, the Executive may retain his rolodex (and similar address and telephone directories) and compensation related documents (including, without limitation, the Employment Agreement and benefit and compensation plans in which the Executive was eligible to participate).

2. General Releases and Waivers of Claims.

(a) Executive’s Release of Company. In consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement and after consultation with counsel, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of its or their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, stockholders, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively, “Company Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of

Exh. A-1

whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement, (ii) any right the Executive may have to enforce this Agreement or the Employment Agreement, (iii) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, including, without limitation, pursuant to Section 7 and Section 8.15 of the Employment Agreement, (iv) any claims for accrued, vested benefits under any employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, or (v) any right or claim that the Executive may have to obtain contributions as permitted by applicable law in an action in which both the Executive on the one hand or any Company Party on the other hand are held jointly liable.

(b) Executive’s Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement, the Executive hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the

Exh. A-2

terms relating to the Executive’s release of claims arising under ADEA, and the Executive has been given the opportunity to do so; (ii) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c) Company’s Release of Executive. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Parties”) from any and all Claims , including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release the Executive or any other Executive Party from any Claims based on any right the Company may have to enforce this Agreement or the Employment Agreement. The Company represents that as of the Effective Date it knows of no basis for any Claim by it against the Executive.

(d) No Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under this Agreement.

3. Waiver of Relief. The parties acknowledge and agree that by virtue of the foregoing, they have waived any relief available to them (including without limitation, monetary damages and equitable relief, and reinstatement in the case of the Executive) under any of the Claims waived in paragraph 2. Therefore the parties agree that they will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any

Exh. A-3

government agency) with respect to any Claim or right waived in this Agreement. Nothing in this Agreement shall be construed to prevent any party from cooperating with or participating in an investigation conducted by, any governmental agency, to the extent required or permitted by law.

4. Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

5. Non-admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party or the Executive or any other Executive Party.

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

7. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 8.3 of the Employment Agreement.

8. Notices. All notices or communications hereunder shall be made in accordance with Section 8.4 of the Employment Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

[Executive]

Date: 

DLC REALTY TRUST, INC.
By:
	Name:
	Title:

Exh. A-4

EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of ______, 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and Jonathan Wigser (the “Executive”).

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

2. Position and Duties.

2.1 General. During the Term, the Executive shall be employed by the Company as Chief Investment Officer and Secretary of the Company and its subsidiaries, reporting to the Chief Executive Officer of the Company (the “CEO”). In such capacity, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be reasonably specified and designated from time to time by the CEO, provided that such duties are consistent with the Executive’s position. The Executive’s principal place of employment shall be the principal offices of the Company currently in Tarrytown, New York; provided, however, that the Executive understands and agrees that reasonable travel may be required from time to time for business reasons.

2.2 Exclusive Services. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that the Executive may (i) engage in other charitable and community activities, (ii) serve on the board of directors or governing body of one (1) charitable, civic and/or educational institution without the prior written consent of the CEO and, with respect to any such additional board of directorship or governing body position, only if such prior written consent has been given by the CEO, and (iii) manage personal and family investments, provided that such other activities do not materially interfere with the performance of Executive’s duties hereunder. Subject to Section 6, the Executive also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the CEO, which shall not unreasonably be withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $289,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. At least annually, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company shall review the Executive’s Annual Salary in good faith and may provide for increases therein (but not decreases) as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”).

3.2 Bonus. For the Company’s 2010 fiscal year, the Executive shall be eligible to receive a discretionary bonus (the “2010 Bonus”), as determined in the sole discretion of the Company, provided that the 2010 Bonus shall not be less than the bonus amount that the Executive received from DLC Management Corporation for the fiscal year ended December 31, 2009. For each fiscal year during the Term following the 2010 fiscal year, the Executive shall be eligible to receive an incentive bonus (each an “Annual Bonus”) based on a percentage of his Annual Salary and subject to satisfaction of

corporate and individual performance goals, each as determined by the Compensation Committee with respect to the year to which such bonus relates. The Executive’s Annual Bonuses shall be determined in accordance with a Company incentive compensation program as applicable to senior executives (including threshold, target and maximum bonus ranges for the Executive of 50%, 75% and 100%, respectively, of Annual Salary) as in effect from time to time. The 2010 Bonus and the Annual Bonuses shall be paid in the fiscal year following the fiscal year for which such bonuses are awarded, but in all events shall be paid no later than March 15 of such following fiscal year.

3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health and dental programs, equity incentive plans, 401(k) and other retirement plans, fringe benefit programs and similar benefits on a basis no less favorable than may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs. In implementing any compensation/benefits programs or awards (including equity awards), the Company shall consider and attempt, in good faith, to structure such programs or awards in the most tax efficient manner for the Executive.

3.4 Vacation Days. The Executive shall be entitled to vacation of twenty (20) business days per year. Any accrued vacation not taken during any year may be carried forward to subsequent years, up to a maximum of sixty (60) vacation days at any time. Vacation days in all events shall be taken at reasonable times and in accordance with the Company’s policies.

3.5 Long-Term Incentive Compensation.

(a) For each fiscal year during the Term, the Executive shall be eligible to participate in any annual or other long-term incentive compensation program (including, without limitation, any out-performance plan or program) established by the Company for the benefit of senior executives subject to the terms of such plans. The number (and value) of any awards granted to the Executive will be at a level and, on such terms (including, without limitation, vesting and post termination exercise periods (if any)) determined by the Compensation Committee.

(b) As of the Effective Date, the Executive shall be granted an award consisting of 110,801 LTIP units (the “LTIP Units”) in the Company’s operating partnership under the Company’s Equity Incentive Plan (the “Plan”). Subject to Section 4 and Section 5, the LTIP Units will vest in five equal annual installments beginning on the first anniversary of the Effective Date (in 2011, 2012, 2013, 2014 and 2015), subject to the Executive’s continuing employment with the Company on such dates. Regardless of when any LTIP Units become vested (i.e., whether under this Section 3.5(b), Section 4 or Section 5), each LTIP Unit shall continue to be subject to a one-year restriction on transfer (that is, such LTIP Units will continue to be non-transferable for the one-year period) following the vesting date. Notwithstanding the foregoing, the one-year post-vesting restriction on transfer will cease to apply to any LTIP Units (whether then vested or later vested) in the event of a Change in Control (as defined herein). An award agreement memorializing the grant of the LTIP Units shall be issued by the Company.

3.6 Expenses. The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits reasonable proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

4. Termination upon Death or Disability.

4.1 In General. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period or if the Company has a long-term disability policy in effect, if the Executive incurs a disability thereunder (a “Disability”), the Company shall have the right to terminate the employment of the Executive upon notice in writing to

the Executive. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue absent manifest error. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

4.2 Compensation Upon Termination Due to Death or Disability. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) within thirty (30) days following Executive’s termination of employment, Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement (including payment for any accrued, unused vacation days) on or prior to the date of termination (and reimbursement under this Agreement for expenses incurred on or prior to the date of termination); (ii) a pro rata (based on the number of days employed in the fiscal year of termination) Annual Bonus for the fiscal year in which his termination occurs, calculated based on actual results for such fiscal year (the “Pro Rata Bonus”), paid at the time that the Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) all outstanding unvested equity-based incentives and awards held by the Executive (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under the insurance arrangements referenced in Section 3.4 above, and any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5. Certain Terminations of Employment.

5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

(i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude, dishonesty, breach of trust, unethical business conduct or otherwise involving the Company;

(ii) engagement in the performance of his duties hereunder, or otherwise, to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

(iii) repeated failure to adhere to the lawful directions of the CEO, to adhere to the Company’s policies and practices or, in accordance with Section 2.2 hereof, to devote substantially all of his business time and efforts to the Company;

(iv) willful and continued failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as described in Section 4)) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties;

(v) breach of any of the provisions of Section 6; or

(vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within ten (10) days following written notice from the Company specifying such breach;

provided, however, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (ii) above and on written notice given to the Executive at any time not more than thirty (30) days following the occurrence of any of the events described in clause (i), (iii), (iv), (v) or (vi) above (or, if later, the Company’s knowledge thereof). For the avoidance of doubt, the foregoing resolution can be adopted by the Board in executive session.

(b) The Company may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate his employment on at least thirty (30) days’ written notice. If during the Term the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4, 5.2 or 5.3, (i) the Executive shall receive Annual Salary through the date of termination, Annual Bonus for the preceding fiscal year (if unpaid), and other benefits (but, in all events, and without increasing the Executive’s rights under any other provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (including payment for any accrued, unused vacation days and reimbursement under this Agreement for expenses incurred prior to the termination of employment), (ii) all outstanding unvested equity-based incentives and awards held by the Executive as of his date of termination shall be forfeited unless otherwise provided in an applicable award agreement, or as otherwise agreed by the Company, and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason; Expiration/Non-Renewal of the Agreement by the Company.

(a) For purposes of this Agreement, “Good Reason” shall mean the following, unless consented to by the Executive in writing:

(i) any material diminution of the responsibilities of the Executive from those set forth in this Agreement, or on or following a Change in Control (as defined below), any material adverse change in the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement;

(ii) the assignment of duties to the Executive that are materially inconsistent with the Executive’s position and status as Chief Investment Officer and Secretary;

(iii) a relocation of the Executive’s principal business location to an area outside a 35 mile radius of its current location;

(iv) a material reduction in Annual Salary or total compensation opportunities of the Executive, or on or following a Change in Control, any reduction in Annual Salary or total compensation opportunities of the Executive; or

(v) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company, or on or following a Change in Control, any breach by the Company of this Agreement or any other material agreement between the Executive and the Company.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. For purposes of this Section 5.2(a), the Executive’s date of termination shall be the next day following the Company’s 30-day cure period (if such event has not been cured or such reasonable steps have not been taken, as applicable), or such earlier time as agreed to by the Company and the Executive if the Company waives its right to cure under sub-clause (ii) of this paragraph.

(b) The Company may terminate the Executive’s employment at any time for any reason or no reason. The Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2. If during the Term the Company terminates the Executive’s employment (other than due to non-renewal under Section 1 above) and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executive shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) on the 60th day following Executive’s termination of employment (subject to Section 5.2(e) of this Agreement), (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date

of termination) and (B) one (1) times the sum of his then Annual Salary and the highest Annual Bonus (based on the aggregate of cash and the value of any portion of the Annual Bonus paid in the form of an equity award) paid to the Executive for any of the three (3) years immediately preceding the year in which the Executive’s employment is terminated (to the extent applicable); (ii) the Executive shall be entitled to receive a Pro Rata Bonus payable at the time such Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) for a period of one (1) year after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iv) all outstanding unvested equity-based incentives and awards (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (v) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

(c) Notwithstanding the foregoing, in the event the Executive’s employment and this Agreement are terminated due to the Company’s providing a non-renewal notice at the end of the Initial Term (in accordance with Section 1 above), the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein. For the avoidance of doubt, a non-renewal of this Agreement by the Company beyond the initial one-year renewal term (in accordance with Section 1 above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges that the provisions of this Section 5.2 will not apply after such aforementioned period, except that the equity-based awards granted under Section 3.5(b) shall (to the extent unvested and outstanding) accelerate and become fully vested and exercisable in accordance with Section 5.2(b)(iv) upon a non-renewal of this Agreement by the Company beyond the initial one-year renewal term.

(d) Notwithstanding clause 5.2(b)(iii), (i) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such clause 5.2(b)(iii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(b)(iii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

(e) Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 5.2(b) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Exhibit A (which the Company shall execute as soon as practicable upon delivery by the Executive) and such waiver and release becomes effective and irrevocable within sixty (60) days following the date of termination. The Company shall provide the Executive with such waiver and release within five (5) business days following the Executive’s termination of employment.

5.3 Change in Control.

(a) Without duplication of the foregoing, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns his employment for Good Reason, in either case within six (6) months before, or one (1) year following, a Change in Control, the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein, except that the multiple for the payment under Section 5.2(b)(i)(B) shall be two times rather than one times.

(b) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company);

(ii) consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities;

(iii) there shall occur any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or

(iv) during any consecutive twenty-four (24) calendar month period, the members of the Board at the beginning of such period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

5.4 Resignation from Officerships. The termination of the Executive’s employment for any reason will be deemed to constitute, without any further action required by any party, the Executive’s resignation from (i) any officer or employee position the Executive has with the Company and its subsidiaries and affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Section 5.4 shall serve as written notice of resignation in this circumstance.

6. Covenants of the Executive.

6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the management, acquisition, ownership and redevelopment of shopping centers in the United States on behalf of a publicly-traded real estate investment trust (such businesses, and any and all other businesses in which, at the time of Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that:

(a) Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business

(other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own 1% or more of any class of securities of such entity. Notwithstanding the foregoing, the covenants contained in this Section 6.1(a) shall not apply in the event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

(b) Confidential Information. (i) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third

party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any claim or defense in such proceeding.

(c) Non-Solicitation. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that

the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 6.1(a).

(d) Nondisparagement. Each party agrees that at no time during the Executive’s employment by the Company or at any time thereafter shall such party (which, in the case of the Company, shall be the members of the Board and the senior officers) make, or cause or assist any other person to make, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party, including in the case of the Company any subsidiary (or any other entity directly or indirectly controlled by such entities) thereof or any of its respective directors, officers or employees. Notwithstanding the foregoing, nothing in this Section shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (A) necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (B) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information.

(e) Exclusive Property. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities) (i) shall at all times be the property of the Company (and, as applicable, any subsidiaries (or any other entity directly or indirectly controlled by such entities)) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice.

6.2 Rights and Remedies upon Breach.

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

(b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.

(c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

7. Defense of Claims. The Executive agrees that, during the Term, and for a period of two (2) years after termination of the Executive’s employment for any reason, upon reasonable request from the Company, and after Executive’s termination of employment, subject to Executive’s other business commitments, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except as reasonably determined by the Executive, if the Executive’s interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 7.

8. Other Provisions.

8.1 Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

8.2 Duration and Scope of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 Enforceability; Jurisdiction; Arbitration.

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) shall be submitted to arbitration in New York in accordance with New York law and the employment arbitration rules and procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) and the Executive and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i) If to the Company, to:

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

Attention: Larry P. Medvinsky, Esq.

(ii) If to the Executive, to:

Jonathan Wigser

c/o DLC Realty Trust, Inc.

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068

Attention: Andrew Graw, Esq.

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and the Company’s successors and permitted assigns, and, in the case of the Executive, his heirs and legal representatives. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing

entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, provided that the successor or purchaser agrees, as a condition of such transaction, to assume all of the Company’s obligations hereunder.

8.9 Legal Fees. The Company will pay directly or reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in connection with the review and negotiation of this Agreement in an amount not to exceed $5,000.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a) (each of the foregoing, to the extent any such payments thereunder remain unpaid), 6, 8.3, 8.10 and 8.15, and the other provisions of this Section 8 (to the extent necessary to effectuate the survival of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a), 6, 8.3, 8.10 and 8.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

8.14 Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.15 Liability Insurance. The Company shall use its reasonable best efforts to acquire and maintain directors and officers liability insurance to cover the Executive both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other senior executive officers and directors.

8.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.17 No Mitigation or Offset. In the event of termination of the Executive’s employment for any reason, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration or benefits from any subsequent employment that he may obtain, except to the extent provided in Section 5.2(d).

8.18 Parachute Payments.

(a) If there is a change in ownership or control of the Company that would cause any payment, distribution or benefit provided by the Company, any person whose actions result in a change in ownership covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of the Executive (whether provided, to be provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount (as defined below). In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) stock options

(and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. For the purposes of this Section 8.18, “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(b) Calculations. The calculation of the Threshold Amount shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the base amount shall be treated as subject to the Excise Tax unless otherwise determined by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive and the Company shall provide the Accounting Firm with all information which the Accounting Firm reasonably deems necessary in computing the Threshold Amount and, if requested by the Executive, the Company shall provide the Executive with the calculations provided by the Accounting Firm, together with an explanation of the manner in which Payments will be reduced so as not to exceed the Threshold Amount.

8.19 Section 409A Compliance. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under

Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the 10th day after the end of such deferral period together with interest thereon through the date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (the “Applicable Interest Rate”). If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount, together with interest thereon through the date preceding payment at the Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
Name:
Title:
By:
	Jonathan Wigser

EXHIBIT A

Form of Waiver and Release

This Waiver and General Release of all Claims (this “Agreement”) is entered into by Jonathan Wigser (the “Executive”) and DLC Realty Trust, Inc., a Maryland corporation (the “Company”), effective as of __________ (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement between the Executive and the Company, dated __________, 2010 (the “Employment Agreement”), the Executive and the Company agree as follows:

1. Return of Property. All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned on the date of the Executive’s termination from the Company or as soon as practicable thereafter. Notwithstanding anything herein to the contrary, the Executive may retain his rolodex (and similar address and telephone directories) and compensation related documents (including, without limitation, the Employment Agreement and benefit and compensation plans in which the Executive was eligible to participate).

2. General Releases and Waivers of Claims.

(a) Executive’s Release of Company. In consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement and after consultation with counsel, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of its or their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, stockholders, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively, “Company Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of

Exh. A-1

whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement, (ii) any right the Executive may have to enforce this Agreement or the Employment Agreement, (iii) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, including, without limitation, pursuant to Section 7 and Section 8.15 of the Employment Agreement, (iv) any claims for accrued, vested benefits under any employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, or (v) any right or claim that the Executive may have to obtain contributions as permitted by applicable law in an action in which both the Executive on the one hand or any Company Party on the other hand are held jointly liable.

(b) Executive’s Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement, the Executive hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the

terms relating to the Executive’s release of claims arising under ADEA, and the Executive has been given the opportunity to do so; (ii) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c) Company’s Release of Executive. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Parties”) from any and all Claims , including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release the Executive or any other Executive Party from any Claims based on any right the Company may have to enforce this Agreement or the Employment Agreement. The Company represents that as of the Effective Date it knows of no basis for any Claim by it against the Executive.

(d) No Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under this Agreement.

3. Waiver of Relief. The parties acknowledge and agree that by virtue of the foregoing, they have waived any relief available to them (including without limitation, monetary damages and equitable relief, and reinstatement in the case of the Executive) under any of the Claims waived in paragraph 2. Therefore the parties agree that they will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any

government agency) with respect to any Claim or right waived in this Agreement. Nothing in this Agreement shall be construed to prevent any party from cooperating with or participating in an investigation conducted by, any governmental agency, to the extent required or permitted by law.

4. Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

5. Non-admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party or the Executive or any other Executive Party.

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

7. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 8.3 of the Employment Agreement.

8. Notices. All notices or communications hereunder shall be made in accordance with Section 8.4 of the Employment Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

[Executive]
____________________
Date: _____________
DLC REALTY TRUST, INC.
By:
	Name:
	Title:

EX-10.16

Exhibit 10.16

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of ______, 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and Michael Cohen (the “Executive”).

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

2. Position and Duties.

2.1 General. During the Term, the Executive shall be employed by the Company as Executive Vice President and Director of Leasing of the Company and its subsidiaries, reporting to the Chief Executive Officer of the Company (the “CEO”). In such capacity, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be reasonably specified and designated from time to time by the CEO, provided that such duties are consistent with the Executive’s position. The Executive’s

principal place of employment shall be the principal offices of the Company currently in Tarrytown, New York; provided, however, that the Executive understands and agrees that reasonable travel may be required from time to time for business reasons.

2.2 Exclusive Services. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that the Executive may (i) engage in other charitable and community activities, (ii) serve on the board of directors or governing body of one (1) charitable, civic and/or educational institution without the prior written consent of the CEO and, with respect to any such additional board of directorship or governing body position, only if such prior written consent has been given by the CEO, and (iii) manage personal and family investments, provided that such other activities do not materially interfere with the performance of Executive’s duties hereunder. Subject to Section 6, the Executive also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the CEO, which shall not unreasonably be withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $264,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. At least annually, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company shall review the Executive’s Annual Salary in good faith and may provide for increases therein (but not decreases) as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”).

3.2 Bonus. For the Company’s 2010 fiscal year, the Executive shall be eligible to receive a discretionary bonus (the “2010 Bonus”), as determined in the sole discretion of the Company, provided that the 2010 Bonus shall not be less than the bonus amount that the Executive received from DLC Management Corporation for the fiscal year ended December 31, 2009. For each fiscal year during the Term following the 2010 fiscal year, the Executive shall be eligible to receive an incentive bonus (each an “Annual Bonus”) based on a percentage of his Annual Salary and subject to satisfaction of

corporate and individual performance goals, each as determined by the Compensation Committee with respect to the year to which such bonus relates. The Executive’s Annual Bonuses shall be determined in accordance with a Company incentive compensation program as applicable to senior executives (including threshold, target and maximum bonus ranges for the Executive of 50%, 75% and 100%, respectively, of Annual Salary) as in effect from time to time. The 2010 Bonus and the Annual Bonuses shall be paid in the fiscal year following the fiscal year for which such bonuses are awarded, but in all events shall be paid no later than March 15 of such following fiscal year.

3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health and dental programs, equity incentive plans, 401(k) and other retirement plans, fringe benefit programs and similar benefits on a basis no less favorable than may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs. In implementing any compensation/benefits programs or awards (including equity awards), the Company shall consider and attempt, in good faith, to structure such programs or awards in the most tax efficient manner for the Executive.

3.4 Vacation Days. The Executive shall be entitled to vacation of twenty (20) business days per year. Any accrued vacation not taken during any year may be carried forward to subsequent years, up to a maximum of sixty (60) vacation days at any time. Vacation days in all events shall be taken at reasonable times and in accordance with the Company’s policies.

3.5 Long-Term Incentive Compensation.

(a) For each fiscal year during the Term, the Executive shall be eligible to participate in any annual or other long-term incentive compensation program (including, without limitation, any out-performance plan or program) established by the Company for the benefit of senior executives subject to the terms of such plans. The number (and value) of any awards granted to the Executive will be at a level and, on such terms (including, without limitation, vesting and post termination exercise periods (if any)) determined by the Compensation Committee.

(b) As of the Effective Date, the Executive shall be granted an award consisting of 110,797 LTIP units (the “LTIP Units”) in the Company’s operating partnership under the Company’s Equity Incentive Plan (the “Plan”). Subject to Section 4 and Section 5, the LTIP Units will vest in five equal annual installments beginning on the first anniversary of the Effective Date (in 2011, 2012, 2013, 2014 and 2015), subject to the Executive’s continuing employment with the Company on such dates. Regardless of when any LTIP Units become vested (i.e., whether under this Section 3.5(b), Section 4 or Section 5), each LTIP Unit shall continue to be subject to a one-year restriction on transfer (that is, such LTIP Units will continue to be non-transferable for the one-year period) following the vesting date. Notwithstanding the foregoing, the one-year post-vesting restriction on transfer will cease to apply to any LTIP Units (whether then vested or later vested) in the event of a Change in Control (as defined herein). An award agreement memorializing the grant of the LTIP Units shall be issued by the Company.

3.6 Expenses. The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits reasonable proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

4. Termination upon Death or Disability.

4.1 In General. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period or if the Company has a long-term disability policy in effect, if the Executive incurs a disability thereunder (a “Disability”), the Company shall have the right to terminate the employment of the Executive upon notice in writing to

the Executive. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue absent manifest error. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

4.2 Compensation Upon Termination Due to Death or Disability. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) within thirty (30) days following Executive’s termination of employment, Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement (including payment for any accrued, unused vacation days) on or prior to the date of termination (and reimbursement under this Agreement for expenses incurred on or prior to the date of termination); (ii) a pro rata (based on the number of days employed in the fiscal year of termination) Annual Bonus for the fiscal year in which his termination occurs, calculated based on actual results for such fiscal year (the “Pro Rata Bonus”), paid at the time that the Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) all outstanding unvested equity-based incentives and awards held by the Executive (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under the insurance arrangements referenced in Section 3.4 above, and any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5. Certain Terminations of Employment.

5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

(i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude, dishonesty, breach of trust, unethical business conduct or otherwise involving the Company;

(ii) engagement in the performance of his duties hereunder, or otherwise, to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

(iii) repeated failure to adhere to the lawful directions of the CEO, to adhere to the Company’s policies and practices or, in accordance with Section 2.2 hereof, to devote substantially all of his business time and efforts to the Company;

(iv) willful and continued failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as described in Section 4)) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties;

(v) breach of any of the provisions of Section 6; or

(vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within ten (10) days following written notice from the Company specifying such breach;

provided, however, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (ii) above and on written notice given to the Executive at any time not more than thirty (30) days following the occurrence of any of the events described in clause (i), (iii), (iv), (v) or (vi) above (or, if later, the Company’s knowledge thereof). For the avoidance of doubt, the foregoing resolution can be adopted by the Board in executive session.

(b) The Company may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate his employment on at least thirty (30) days’ written notice. If during the Term the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4, 5.2 or 5.3, (i) the Executive shall receive Annual Salary through the date of termination, Annual Bonus for the preceding fiscal year (if unpaid), and other benefits (but, in all events, and without increasing the Executive’s rights under any other provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (including payment for any accrued, unused vacation days and reimbursement under this Agreement for expenses incurred prior to the termination of employment), (ii) all outstanding unvested equity-based incentives and awards held by the Executive as of his date of termination shall be forfeited unless otherwise provided in an applicable award agreement, or as otherwise agreed by the Company, and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason; Expiration/Non-Renewal of the Agreement by the Company.

(a) For purposes of this Agreement, “Good Reason” shall mean the following, unless consented to by the Executive in writing:

(i) any material diminution of the responsibilities of the Executive from those set forth in this Agreement, or on or following a Change in Control (as defined below), any material adverse change in the responsibilities, duties, authority or status of the Executive from those set forth in this Agreement;

(ii) the assignment of duties to the Executive that are materially inconsistent with the Executive’s position and status as Executive Vice President and Director of Leasing;

(iii) a relocation of the Executive’s principal business location to an area outside a 35 mile radius of its current location;

(iv) a material reduction in Annual Salary or total compensation opportunities of the Executive, or on or following a Change in Control, any reduction in Annual Salary or total compensation opportunities of the Executive; or

(v) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company, or on or following a Change in Control, any breach by the Company of this Agreement or any other material agreement between the Executive and the Company.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. For purposes of this Section 5.2(a), the Executive’s date of termination shall be the next day following the Company’s 30-day cure period (if such event has not been cured or such reasonable steps have not been taken, as applicable), or such earlier time as agreed to by the Company and the Executive if the Company waives its right to cure under sub-clause (ii) of this paragraph.

(b) The Company may terminate the Executive’s employment at any time for any reason or no reason. The Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2. If during the Term the Company terminates the Executive’s employment (other than due to non-renewal under Section 1 above) and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executive shall be entitled to receive, in a lump sum payment (subject to Section 8.19 of this Agreement) on the 60th day following Executive’s termination of employment (subject to Section 5.2(e) of this Agreement), (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date

of termination) and (B) one (1) times the sum of his then Annual Salary and the highest Annual Bonus (based on the aggregate of cash and the value of any portion of the Annual Bonus paid in the form of an equity award) paid to the Executive for any of the three (3) years immediately preceding the year in which the Executive’s employment is terminated (to the extent applicable); (ii) the Executive shall be entitled to receive a Pro Rata Bonus payable at the time such Annual Bonus would otherwise be paid in accordance with Section 3.2 hereof; provided, that the minimum 2010 Bonus set forth in Section 3.2 shall be paid regardless of when the Executive’s termination occurs; (iii) for a period of one (1) year after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iv) all outstanding unvested equity-based incentives and awards (including LTIP Units) shall thereupon vest and become free of restrictions and be exercisable in accordance with their terms; and (v) the Executive (or, in the case of his death, his estate and beneficiaries) shall continue to be entitled to any benefits that he or they are entitled to under any tax-qualified plans or other benefit plans that provide benefits to employees following separation from service, including without limitation any disability benefits and continued health coverage.

(c) Notwithstanding the foregoing, in the event the Executive’s employment and this Agreement are terminated due to the Company’s providing a non-renewal notice at the end of the Initial Term (in accordance with Section 1 above), the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein. For the avoidance of doubt, a non-renewal of this Agreement by the Company beyond the initial one-year renewal term (in accordance with Section 1 above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges that the provisions of this Section 5.2 will not apply after such aforementioned period, except that the equity-based awards granted under Section 3.5(b) shall (to the extent unvested and outstanding) accelerate and become fully vested and exercisable in accordance with Section 5.2(b)(iv) upon a non-renewal of this Agreement by the Company beyond the initial one-year renewal term.

(d) Notwithstanding clause 5.2(b)(iii), (i) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such clause 5.2(b)(iii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(b)(iii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

(e) Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 5.2(b) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Exhibit A (which the Company shall execute as soon as practicable upon delivery by the Executive) and such waiver and release becomes effective and irrevocable within sixty (60) days following the date of termination. The Company shall provide the Executive with such waiver and release within five (5) business days following the Executive’s termination of employment.

5.3 Change in Control.

(a) Without duplication of the foregoing, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns his employment for Good Reason, in either case within six (6) months before, or one (1) year following, a Change in Control, the Executive shall receive the payments and benefits due to the Executive under Section 5.2(b) in the manner and form set forth therein, except that the multiple for the payment under Section 5.2(b)(i)(B) shall be two times rather than one times.

(b) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company);

(ii) consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities;

(iii) there shall occur any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or

(iv) during any consecutive twenty-four (24) calendar month period, the members of the Board at the beginning of such period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

5.4 Resignation from Officerships. The termination of the Executive’s employment for any reason will be deemed to constitute, without any further action required by any party, the Executive’s resignation from (i) any officer or employee position the Executive has with the Company and its subsidiaries and affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Section 5.4 shall serve as written notice of resignation in this circumstance.

6. Covenants of the Executive.

6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the management, acquisition, ownership and redevelopment of shopping centers in the United States on behalf of a publicly-traded real estate investment trust (such businesses, and any and all other businesses in which, at the time of Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that:

(a) Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business

(other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own 1% or more of any class of securities of such entity. Notwithstanding the foregoing, the covenants contained in this Section 6.1(a) shall not apply in the event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

(b) Confidential Information. (i) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third

party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, enforcing this Agreement, provided that such disclosure is reasonably necessary for the Executive to assert any claim or defense in such proceeding.

(c) Non-Solicitation. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that

the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 6.1(a).

(d) Nondisparagement. Each party agrees that at no time during the Executive’s employment by the Company or at any time thereafter shall such party (which, in the case of the Company, shall be the members of the Board and the senior officers) make, or cause or assist any other person to make, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party, including in the case of the Company any subsidiary (or any other entity directly or indirectly controlled by such entities) thereof or any of its respective directors, officers or employees. Notwithstanding the foregoing, nothing in this Section shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (A) necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (B) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information.

(e) Exclusive Property. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities) (i) shall at all times be the property of the Company (and, as applicable, any subsidiaries (or any other entity directly or indirectly controlled by such entities)) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice.

6.2 Rights and Remedies upon Breach.

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

(b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.

(c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

7. Defense of Claims. The Executive agrees that, during the Term, and for a period of two (2) years after termination of the Executive’s employment for any reason, upon reasonable request from the Company, and after Executive’s termination of employment, subject to Executive’s other business commitments, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except as reasonably determined by the Executive, if the Executive’s interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 7.

8. Other Provisions.

8.1 Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

8.2 Duration and Scope of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 Enforceability; Jurisdiction; Arbitration.

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) shall be submitted to arbitration in New York in accordance with New York law and the employment arbitration rules and procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or its subsidiaries (or any other entity directly or indirectly controlled by such entities), where applicable) and the Executive and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i) If to the Company, to:

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

Attention: Larry P. Medvinsky, Esq.

(ii) If to the Executive, to:

Michael Cohen

c/o DLC Realty Trust, Inc.

DLC Realty Trust, Inc.

580 White Plains Road

Tarrytown, New York 10591

with a copy to:

Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068

Attention: Andrew Graw, Esq.

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and the Company’s successors and permitted assigns, and, in the case of the Executive, his heirs and legal representatives. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing

entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, provided that the successor or purchaser agrees, as a condition of such transaction, to assume all of the Company’s obligations hereunder.

8.9 Legal Fees. The Company will pay directly or reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in connection with the review and negotiation of this Agreement in an amount not to exceed $5,000.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a) (each of the foregoing, to the extent any such payments thereunder remain unpaid), 6, 8.3, 8.10 and 8.15, and the other provisions of this Section 8 (to the extent necessary to effectuate the survival of Sections 4.2, 5.1(b), 5.2(b), 5.2(c), 5.3(a), 6, 8.3, 8.10 and 8.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

8.14 Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.15 Liability Insurance. The Company shall use its reasonable best efforts to acquire and maintain directors and officers liability insurance to cover the Executive both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other senior executive officers and directors.

8.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.17 No Mitigation or Offset. In the event of termination of the Executive’s employment for any reason, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration or benefits from any subsequent employment that he may obtain, except to the extent provided in Section 5.2(d).

8.18 Parachute Payments.

(a) If there is a change in ownership or control of the Company that would cause any payment, distribution or benefit provided by the Company, any person whose actions result in a change in ownership covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of the Executive (whether provided, to be provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount (as defined below). In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) stock options

(and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. For the purposes of this Section 8.18, “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(b) Calculations. The calculation of the Threshold Amount shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the base amount shall be treated as subject to the Excise Tax unless otherwise determined by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive and the Company shall provide the Accounting Firm with all information which the Accounting Firm reasonably deems necessary in computing the Threshold Amount and, if requested by the Executive, the Company shall provide the Executive with the calculations provided by the Accounting Firm, together with an explanation of the manner in which Payments will be reduced so as not to exceed the Threshold Amount.

8.19 Section 409A Compliance. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under

Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the 10th day after the end of such deferral period together with interest thereon through the date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (the “Applicable Interest Rate”). If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount, together with interest thereon through the date preceding payment at the Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DLC REALTY TRUST, INC.
By:
Name:
Title:
By:
	Michael Cohen

EXHIBIT A

Form of Waiver and Release

This Waiver and General Release of all Claims (this “Agreement”) is entered into by Michael Cohen (the “Executive”) and DLC Realty Trust, Inc., a Maryland corporation (the “Company”), effective as of __________ (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement between the Executive and the Company, dated __________, 2010 (the “Employment Agreement”), the Executive and the Company agree as follows:

1. Return of Property. All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned on the date of the Executive’s termination from the Company or as soon as practicable thereafter. Notwithstanding anything herein to the contrary, the Executive may retain his rolodex (and similar address and telephone directories) and compensation related documents (including, without limitation, the Employment Agreement and benefit and compensation plans in which the Executive was eligible to participate).

2. General Releases and Waivers of Claims.

(a) Executive’s Release of Company. In consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement and after consultation with counsel, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of its or their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, stockholders, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively, “Company Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of

Exh. A-1

whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement, (ii) any right the Executive may have to enforce this Agreement or the Employment Agreement, (iii) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, including, without limitation, pursuant to Section 7 and Section 8.15 of the Employment Agreement, (iv) any claims for accrued, vested benefits under any employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, or (v) any right or claim that the Executive may have to obtain contributions as permitted by applicable law in an action in which both the Executive on the one hand or any Company Party on the other hand are held jointly liable.

(b) Executive’s Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under Section 5.2(b) of the Employment Agreement, the Executive hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the

terms relating to the Executive’s release of claims arising under ADEA, and the Executive has been given the opportunity to do so; (ii) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c) Company’s Release of Executive. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Parties”) from any and all Claims , including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release the Executive or any other Executive Party from any Claims based on any right the Company may have to enforce this Agreement or the Employment Agreement. The Company represents that as of the Effective Date it knows of no basis for any Claim by it against the Executive.

(d) No Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under this Agreement.

3. Waiver of Relief. The parties acknowledge and agree that by virtue of the foregoing, they have waived any relief available to them (including without limitation, monetary damages and equitable relief, and reinstatement in the case of the Executive) under any of the Claims waived in paragraph 2. Therefore the parties agree that they will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any

government agency) with respect to any Claim or right waived in this Agreement. Nothing in this Agreement shall be construed to prevent any party from cooperating with or participating in an investigation conducted by, any governmental agency, to the extent required or permitted by law.

4. Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

5. Non-admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party or the Executive or any other Executive Party.

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

7. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 8.3 of the Employment Agreement.

8. Notices. All notices or communications hereunder shall be made in accordance with Section 8.4 of the Employment Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

[Executive]
________________________
Date:	__________________
DLC REALTY TRUST, INC.

By:
	Name: Title:

EX-21.1

Exhibit 21.1

Entity Name	Jurisdiction of Formation
Akers Improvements, LLC	Delaware
Alpine Improvements, LLC	Delaware
Amelia Improvements, LLC	Delaware
Armstrong Improvements, LLC	Delaware
Bath Inline Improvements, LLC	Delaware
Bath Supermarket Improvements, LLC	Delaware
Beach Improvements, LLC	Delaware
Bethesda Improvements, LLC	Delaware
Broad River Improvements, LLC	Delaware
Brookwood Improvements, LLC	Delaware
Butler Improvements, LLC	Delaware
Century Square Improvements, LP	Delaware
Cobb Improvements, LLC	Delaware
College Improvements, LLC	Delaware
Coral Equity Investors, LLC	Delaware
Crossroads Improvements, LLC	Delaware
CS Improvements, LLC	Delaware
CS Outparcel, LLC	Delaware
Cypress Improvements, LLC	Delaware
DEP Improvements, LP	Delaware
DLC Century Square General Partner, LLC	Delaware
DLC Client Services, LLC	Delaware
DLC Delphi, LLC	Delaware
DLC DEP General Partner, LLC	Delaware
DLC Equity Merger Sub, LLC	Delaware
DLC Levittown General Partner, LLC	Delaware
DLC Orange General Partner, LLC	Delaware
DLC Property Manager, LLC	Delaware
DLC Realty, L.P.	Delaware
Eastover Plaza Improvements, LLC	Delaware
Elgin Improvements, LLC	Delaware
Fairview Heights Improvements, LLC	Delaware
Fayette Place GP, LLC	Delaware
Fayette Place Improvements, Limited Partnership	Kentucky
Five Forks Improvements, LLC	Delaware
Florence Improvements, LLC	Delaware
Fort Steuben Improvements, LLC	Delaware
Fulton Improvements, LLC	Delaware
Greystone Improvements, LLC	Delaware
Gulfdale Improvements, LLC	Delaware
High Ridge Improvements, LLC	Delaware
Highland Improvements, LLC	Delaware
Highland Plaza Improvements, LLC	Delaware
Holcomb 400 Improvements, LLC	Delaware
Imperial Improvements, LLC	New York
Indian Creek Improvements, LLC	Delaware
Key Road Improvements, LLC	Delaware
Key Road Outparcel, LLC	Delaware

Entity Name	Jurisdiction of Formation
King City Improvements, LLC	Delaware
Lawrenceville Improvements, LLC	Delaware
Lebanon Improvements, LLC	Delaware
Levittown, L.P.	Delaware
Loch Raven Improvements, LLC	Delaware
Mahopac Improvements, LLC	Delaware
MCJ Improvements, LLC	Delaware
Merchants Crossing Improvements, LLC	Delaware
Midtown Plaza Improvements, LLC	Delaware
Mid-Valley Redux, LLC	Delaware
Namco Plaza Improvements, LLC	Delaware
Nanuet Improvements, LLC	New York
Nora Improvements, LLC	Delaware
North Pointe Improvements, LLC	Delaware
Northern Lights Ancillary, LLC	Delaware
Northern Lights Improvements, LLC	Delaware
Northland Plaza Ancillary, LLC	Delaware
Northland Plaza Improvements, LLC	Delaware
Ocala Improvements, LLC	Delaware
Ocean East Improvements, LLC	Delaware
Orange Improvements, L.P.	Delaware
Oxon Hill Improvements, LLC	Delaware
Oxon Hill Outparcel, LLC	Delaware
Palm Bay Improvements, LLC	Delaware
Peachtree Improvements, LLC	Delaware
Poplar Improvements, LLC	Delaware
Prospect Plaza Improvements, LLC	Delaware
Putnam Place Improvements, LLC	Delaware
Ridgewood Improvements, LLC	Delaware
River Pointe GP, LLC	Delaware
River Pointe Improvements, L.P.	Indiana
Riverchase Improvements, LLC	Delaware
Riverdale Improvements, LLC	Delaware
Riverside Improvements, LLC	Delaware
Rockbridge Improvements, LLC	Delaware
Rockbridge Outparcel, LLC	Delaware
Shaw’s Plaza Improvements, LLC	Delaware
Shields Improvements, LLC	Delaware
Skytop Improvements, LLC	Delaware
Southsquare Improvements, LLC	Delaware
Southwest Improvements, LLC	Delaware
Sprayberry Improvements, LLC	Delaware
Swift Creek Improvements, LLC	Delaware
Tara Improvements, LLC	Delaware
Tara Outparcel, LLC	Delaware
Torrington Commons Improvements, LLC	Delaware
Tower Improvements, LLC	Delaware
Tree Trail Improvements, LLC	Delaware
Tri-City Improvements, LLC	Delaware
University Outparcel, LLC	Delaware
University Park Improvements, LLC	Delaware

- 2 -

Entity Name	Jurisdiction of Formation
University Place GP, LLC	Delaware
University Place Improvements, L.P.	Illinois
UP Improvements, LLC	Delaware
Village Improvements, LLC	Delaware
West Broad Improvements, LLC	Delaware
West River Improvements, LLC	Delaware
Whiterock GP Two, LLC	Delaware
Whiterock GP, LLC	Delaware
Whiterock Improvements, L.P.	Delaware
Whiterock Outparcel, L.P.	Delaware
Williamsburg Improvements, LLC	Delaware
Winchester Improvements, LLC	Delaware

- 3 -

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 8, 2010 with respect to the consolidated balance sheet of DLC Realty Trust, Inc. and our report dated April 8, 2010 with respect to the combined financial statements and schedules of DLC Realty Trust, Inc. (Predecessor), included in the Registration Statement on Form S-11 (Amendment No. 5) and related Prospectus of DLC Realty Trust, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

New York, New York

July 28, 2010