GUARANTY
OF PAYMENT AND PERFORMANCE THIS GUARANTY OF
PAYMENT AND PERFORMANCE(“Guaranty”)
is made as of the 21st day of December, 2012, byPHILLIPS EDISON – ARC SHOPPING
CENTER REIT INC., a Maryland corporation (“REIT”),PHILLIPS EDISON SHOPPING CENTER OP GP LLC,a Delaware limited liability
company(“General Partner”),HERON CREEK STATION LLC, a
Delaware limited liability company, and each other Subsidiary Guarantor (as
defined in the Loan Agreement (as hereinafter defined)), jointly and severally
(collectively, the “Guarantor”) in favor ofKEYBank National Association, as administrative agent for the benefit of the
Lenders (as defined in the Loan Agreement) (“Administrative Agent”). R E C I T A L S A.      Pursuant to the
terms of that certain RevolvingLoan Agreement between Phillips
Edison- ARC Shopping Center Operating Partnership, L.P., a Delaware limited
partnership (the “Borrower”),
Administrative Agent and the Lenders now or hereafter a party thereto of even
date herewith (the “Loan Agreement”), the Lenders have agreed to make a
revolving loan and other financial accommodations to the Borrower in the
principal sum of FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00), increasable to TWO HUNDRED FIFTY MILLION AND
00/100 DOLLARS ($250,000,000.00) as provided in the Loan Agreement (the “Facility”)
for the purposes specified in the Loan Agreement.  All capitalized terms not
otherwise defined herein shall have the meaning ascribed thereto in the Loan
Agreement. B.      The Loan
Agreement provides that the Facility shall be evidenced by one or more Notes. C.     General Partner
is the general partner of the Borrower, the Borrower is a wholly owned
subsidiary of REIT, and the Subsidiary Guarantors are wholly owned subsidiaries
of Borrower. NOW, THEREFORE, to induce the Lenders to enter into the Loan
Agreement and to make the Facility, and in consideration thereof, Guarantor
unconditionally guarantees and agrees as follows: 1.GUARANTY.  Guarantor hereby, jointly and severally, absolutely
and unconditionally guarantees to Lenders the complete payment and performance
of the following liabilities, obligations and indebtedness of the Borrower to
Lenders: (a)the full and prompt payment when
due, whether by acceleration or otherwise, either before or after maturity
thereof, of the Revolving Credit Notes made by the Borrower to the order of the
Lenders in the aggregate principal face amount of Forty Million and No/100
Dollars ($40,000,000.00), the Swing Loan Note made by the Borrower to the order
of the Swing Loan Lender in the principal face amount of Four Million and
No/100 Dollars ($4,000,000.00), together with interest as provided in such
Notes and together with any replacements, supplements, renewals, modifications,
consolidations, restatements, increases and extensions thereof; and 1


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(b)the full and prompt payment when
due, whether by acceleration or otherwise, either before or after maturity
thereof, of each other Note as may be issued under the Loan Agreement (the
Notes described in subparagraph (a) above and described in this subparagraph
(b) are hereinafter referred to collectively as the “Notes”); and (c)the full and prompt payment and
performance when due of any and all obligations of the Borrower to Lenders
under the terms of the Loan Agreement, including, without limitation, any
reimbursement obligations with respect to Letters of Credit, together with any
replacements, supplements, renewals, modifications, consolidations,
restatements and extensions thereof; and (d)the full and prompt payment and
performance when due of any and all obligations of the Borrower and any
Guarantor under the Security Documents, together with any replacements,
supplements, renewals, modifications, consolidations, restatements and
extensions thereof; and (e)the full and prompt payment and
performance of any and all other obligations of the Borrower and any Guarantor
to Lenders under any other agreements, documents or instruments now or
hereafter evidencing, securing or otherwise relating to the indebtedness
evidenced by the Notes or the other Loan Documents. 2.REMEDIES.  If Guarantor fails to promptly perform its
obligations under this Guaranty, Administrative Agent may from time to time,
and without first requiring performance by the Borrower or exhausting any or
all security for the Facility, bring any action at law or in equity or both to
compel Guarantor to perform its obligations hereunder, and to collect in any
such action compensation for all loss, cost, damage, injury and expense
sustained or incurred by Administrative Agent and/or the Lenders as a direct or
indirect consequence of the failure of Guarantor to perform its obligations
together with interest thereon at the rate of interest applicable to the
principal balance of the Notes. 
Guarantor hereby agrees and acknowledges
that this Guaranty is an instrument for the payment of money, and hereby
consents that Administrative Agent, at its sole option, in the event of a
default by Guarantor in the payment of any sums due hereunder, shall have the
right to bring a motion action under New York CPLR Section 3213. 3.RIGHTS OF ADMINISTRATIVE
AGENT.  Guarantor authorizes
Administrative Agent, without giving notice to Guarantor or obtaining
Guarantor’s consent and without affecting the liability of Guarantor, from time
to time to: (a) renew or extend all or any portion of the Borrower’s
obligations under the Notes or any of the other Loan Documents; (b) declare all
sums owing to Administrative Agent and the Lenders under the Notes and the
other Loan Documents due and payable upon the occurrence of a Default (as
defined in the Loan Agreement) under the Loan Documents; (c) make non‐material
changes in the dates specified for payments of any sums payable in periodic
installments under the Notes or any of the other Loan Documents; (d) otherwise
modify the terms of any of the Loan Documents, including increases in the
principal amount of the Notes in accordance with the provisions of the Loan
Agreement, but excluding (i) changes in the manner by which interest
rates, fees or charges are calculated under the Notes and the other Loan
Documents (Guarantor acknowledges that if the Notes or other Loan Documents so
provide, said interest rates, fees


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and charges may vary
from time to time) or (ii) advancement of the Maturity Date of the Notes
where no Default has occurred under the Loan Documents; (e) take and hold
security for the performance of the Borrower’s obligations under the Notes or
the other Loan Documents and exchange, enforce, waive and release any such
security; (f) apply such security and direct the order or manner of sale
thereof as Administrative Agent in its discretion may determine;
(g) release, substitute or add any one or more endorsers of the Notes or
guarantors of the Borrower’s obligations under the Notes or the other Loan
Documents; (h) apply payments received by Administrative Agent from the
Borrower, Guarantor or any other guarantor to any obligations of the Borrower
to the Lenders, in such order as Administrative Agent shall determine in its
sole discretion, whether or not any such obligations are covered by this
Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign,
transfer or negotiate all or any part of the indebtedness guaranteed by this
Guaranty. 4.GUARANTOR’S WAIVERS.  Guarantor waives: (a) any defense based upon any
legal disability or other defense of the Borrower, any other guarantor or other
person, or by reason of the cessation or limitation of the liability of the
Borrower from any cause other than full payment of all sums payable under the
Notes or any of the other Loan Documents; (b) any defense based upon any lack
of authority of the officers, directors, partners or agents acting or
purporting to act on behalf of the Borrower or any principal of the Borrower or
any defect in the formation of the Borrower or any principal of Borrower; (c)
any defense based upon the application by the Borrower of the proceeds of the
Facility for purposes other than the purposes represented by the Borrower to
Administrative Agent or intended or understood by Administrative Agent or
Guarantor; (d) any and all rights and defenses arising out of an election of
remedies by Administrative Agent; (e) any defense based upon Administrative
Agent’s failure to disclose to Guarantor any information concerning the
Borrower’s financial condition or any other circumstances bearing on the
Borrower’s ability to pay all sums payable under the Notes or any of the other
Loan Documents; (f) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor
in any other respects more burdensome than that of a principal; (g) any defense
based upon Administrative Agent’s election, in any proceeding instituted under
the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the
Federal Bankruptcy Code or any successor statute; (h) any defense based upon
any borrowing or any grant of a security interest under Section 364 of the
Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any
remedy which Administrative Agent and/or the Lenders may have against the
Borrower or any other Guarantor and any right to participate in, or benefit
from, any security for the Notes or the other Loan Documents now or hereafter
held by Administrative Agent; (j) presentment, demand, protest and notice of
any kind; (k) the benefit of any statute of limitations affecting the liability
of Guarantor hereunder or the enforcement hereof; and (l) to the fullest extent
permitted by law, any other legal, equitable or surety defenses whatsoever to
which Guarantor might otherwise be entitled, it being the intention that the
obligations of Guarantor hereunder are absolute, unconditional and
irrevocable.  These rights and defenses being waived by Guarantor include, but
are not limited to, any rights or defenses based upon or relating to
suretyship, priority of liens, relations of debtor and creditor, and judgment
in civil trials.  Finally, Guarantor agrees that the performance of any act or
any payment which tolls any statute of limitations applicable to the Notes or
any of the other Loan Documents shall similarly operate to toll the statute of
limitations applicable to Guarantor’s liability hereunder. 3


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5.GUARANTOR’S WARRANTIES.  Guarantor warrants and acknowledges that: (a) the
Lenders would not make the Facility but for this Guaranty; (b) there are no
conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has
established adequate means of obtaining from sources other than Administrative
Agent and/or the Lenders, on a continuing basis, financial and other
information pertaining to the Borrower’s financial condition, the Collateral,
the Real Estate Assets and the Borrower’s activities relating thereto and the
status of the Borrower’s performance of obligations under the Loan Documents,
and Guarantor agrees to keep adequately informed from such means of any facts,
events or circumstances which might in any way affect Guarantor’s risks
hereunder and Administrative Agent has made no representation to Guarantor as
to any such matters; (d) the most recent financial statements of Guarantor
previously delivered to Administrative Agent are true and correct in all
respects, have been prepared in accordance with generally accepted accounting
principles consistently applied (or other principles acceptable to
Administrative Agent) and fairly present the financial condition of Guarantor
as of the respective dates thereof, and no material adverse change has occurred
in the financial condition of Guarantor since the respective dates thereof; and
(e) Guarantor has not and will not, without the prior written consent of
Administrative Agent, sell, lease, assign, encumber, hypothecate, transfer or
otherwise dispose of all or substantially all of Guarantor’s assets, or any
interest therein, other than in the ordinary course of Guarantor’s business. 6.SUBORDINATION.  Guarantor subordinates all present and future
indebtedness owing by the Borrower to Guarantor to the obligations at any time
owing by the Borrower to Administrative Agent and the Lenders under the Notes
and the other Loan Documents.  Guarantor assigns all such indebtedness to the
Administrative Agent for the benefit of the Lenders as security for this
Guaranty, the Notes and the other Loan Documents.  Guarantor agrees to make no
claim for such indebtedness until all obligations of the Borrower under the
Notes and the other Loan Documents have been fully discharged.  Guarantor
further agrees not to assign all or any part of such indebtedness unless
Administrative Agent is given prior notice and such assignment is expressly
made subject to the terms of this Guaranty.  If Administrative Agent so
requests, (a) all instruments evidencing such indebtedness shall be duly
endorsed and delivered to Administrative Agent, (b) all security for such
indebtedness shall be duly assigned and delivered to Administrative Agent, (c)
such indebtedness shall be enforced, collected and held by Guarantor as trustee
for the Lenders and shall be paid over to Administrative Agent for the benefit
of the Lenders on account of the Facility but without reducing or affecting in
any manner the liability of Guarantor under the other provisions of this
Guaranty, and (d) Guarantor shall execute, file and record such documents and
instruments and take such other action as Administrative Agent deems necessary
or appropriate to perfect, preserve and enforce the Lenders’ rights in and to
such indebtedness and any security therefor.  If Guarantor fails to take any
such action, Administrative Agent, as attorney-in-fact for Guarantor, is hereby
authorized to do so in the name of Guarantor.  The foregoing power of attorney
is coupled with an interest and cannot be revoked. 7.BANKRUPTCY OF BORROWER.  In any bankruptcy or other proceeding in which the
filing of claims is required by law, Guarantor shall file all claims which
Guarantor may have against the Borrower relating to any indebtedness of the
Borrower to Guarantor and shall assign to Administrative Agent for the benefit
of the Lenders all rights of Guarantor thereunder. If Guarantor does not file
any such claim, Administrative Agent, as attorney-in-fact for Guarantor, is
hereby authorized to do so in the name of Guarantor or, in 4


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Administrative
Agent’s discretion, to assign the claim to a nominee and to cause proof of
claim to be filed in the name of Administrative Agent’s nominee.  The foregoing
power of attorney is coupled with an interest and cannot be revoked. 
Administrative Agent or its nominee shall have the right, in its reasonable
discretion, to accept or reject any plan proposed in such proceeding and to
take any other action which a party filing a claim is entitled to do.  In all
such cases, whether in administration, bankruptcy or otherwise, the person or
persons authorized to pay such claim shall pay to Administrative Agent for the
benefit of the Lenders the amount payable on such claim and, to the full extent
necessary for that purpose, Guarantor hereby assigns to Administrative Agent
for the benefit of the Lenders all of Guarantor’s rights to any such payments
or distributions;provided,however, Guarantor’s obligations
hereunder shall not be satisfied except to the extent that Administrative Agent
receives cash by reason of any such payment or distribution.  If Administrative
Agent receives anything hereunder other than cash, the same shall be held as
collateral for amounts due under this Guaranty.  If all or any portion of the
obligations guaranteed hereunder are paid or performed, the obligations of
Guarantor hereunder shall continue and shall remain in full force and effect in
the event that all or any part of such payment or performance is avoided or
recovered directly or indirectly from Administrative Agent and/or the Lenders
as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or
other similar laws, irrespective of (a) any notice of revocation given by
Guarantor prior to such avoidance or recovery, or (b) full payment and
performance of all of the indebtedness and obligations evidenced and secured by
the Loan Documents. 8.FACILITY SALES AND
PARTICIPATIONS; DISCLOSURE OF INFORMATION.  Guarantor agrees that the Lenders may elect, at any time, to sell,
assign, or grant participations in all or any portion of its rights and
obligations under the Loan Documents and this Guaranty, and that any such sale,
assignment or participation may be to one or more financial institutions,
private investors, and/or other entities, at the Lenders’ sole discretion. 
Guarantor further agrees that Administrative Agent and the Lenders may
disseminate to any such actual or potential purchaser(s), assignee(s) or
participant(s) all documents and information (including, without limitation,
all financial information) which has been or is hereafter provided to or known
to Administrative Agent and the Lenders with respect to:  (a) the Collateral or
the Real Estate Assets and their operation; (b) any party connected with the
Facility (including, without limitation, Guarantor, the Borrower, any partner
of the Borrower, any constituent partner of the Borrower, any other guarantor
and any non-borrower trustor); and/or (c) any lending relationship other than
the Facility which Administrative Agent and/or the Lenders may have with any
party connected with the Facility.  In the event of any such sale, assignment
or participation, Administrative Agent and the Lenders and the parties to such
transaction shall share in the rights and obligations of Administrative Agent
and the Lenders as set forth in the Loan Documents only as and to the extent
they agree among themselves.  In connection with any such sale, assignment or
participation, Guarantor further agrees that the Guaranty shall be sufficient
evidence of the obligations of Guarantor to each purchaser, assignee, or
participant, and upon written request by Administrative Agent, Guarantor shall
consent to such amendments or modifications to the Loan Documents as may be
reasonably required in order to evidence any such sale, assignment, or
participation. Anything in this Agreement to the contrary
notwithstanding, and without the need to comply with any of the formal or procedural
requirements of this Agreement, including this Section, any Lender may at any
time and from time to time pledge and 5


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assign all or any
portion of its rights under all or any of the Loan Documents to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such
Lender from its obligations thereunder. 9.ADDITIONAL, INDEPENDENT AND
UNSECURED OBLIGATIONS.  This
Guaranty is a continuing guaranty of payment and not of collection and cannot
be revoked by Guarantor and shall continue to be effective with respect to any
indebtedness referenced inSection 1hereof arising or created after any
attempted revocation hereof or after the death of Guarantor (if Guarantor is a
natural person, in which event this Guaranty shall be binding upon Guarantor’s
estate and Guarantor’s legal representatives and heirs). The obligations of
Guarantor hereunder shall be in addition to and shall not limit or in any way
affect the obligations of Guarantor under any other existing or future
guaranties unless said other guaranties are expressly modified or revoked in
writing. This Guaranty is independent of the obligations of the Borrower under
the Notes and the other Loan Documents. Administrative Agent may bring a
separate action to enforce the provisions hereof against Guarantor without
taking action against the Borrower or any other party or joining the Borrower
or any other party as a party to such action. 10.ATTORNEYS’ FEES; ENFORCEMENT.  If any attorney is engaged by Administrative Agent
or any Lender to enforce or defend any provision of this Guaranty, or any of
the other Loan Documents, or as a consequence of any Default under the Loan
Documents, with or without the filing of any legal action or proceeding,
Guarantor shall pay to Administrative Agent for the benefit of the Lenders,
immediately upon demand all attorneys’ fees and costs incurred by
Administrative Agent or any Lender in connection therewith, together with
interest thereon from the date of such demand until paid at the rate of
interest applicable to the principal balance of the Notes as specified therein. 11.RULES OF CONSTRUCTION.  The word “Borrower” as used herein shall include
both the named Borrower and any other person at any time assuming or otherwise
becoming primarily liable for all or any part of the obligations of the named
Borrower under the Notes and the other Loan Documents.  The term “person” as
used herein shall include any individual, company, trust or other legal entity
of any kind whatsoever. If this Guaranty is executed by more than one person,
the term “Guarantor” shall include all such persons. When the context and
construction so require, all words used in the singular herein shall be deemed
to have been used in the plural and vice versa.  All headings appearing in this
Guaranty are for convenience only and shall be disregarded in construing this
Guaranty. 12.CREDIT REPORTS.  Each legal entity and individual obligated on this Guaranty hereby
authorizes Administrative Agent to order and obtain, from a credit reporting
agency of Administrative Agent’s and Lenders’ choice, a third party credit
report on such legal entity and individual. 13.GOVERNING LAW.  This Guaranty shall pursuant to Section 5-1401 of the New York
General Obligations Law be governed by, and construed in accordance with, the
laws of the State of New York, except to the extent preempted by federal laws. 
Guarantor and all persons and entities in any manner obligated to
Administrative Agent and the Lenders under this Guaranty consent to the
jurisdiction of any federal or state court within the State of New 6


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York having proper venue and also consent to service of
process by any means authorized by New York or federal law. 14.MISCELLANEOUS. The provisions of this Guaranty will bind and benefit the heirs,
executors, administrators, legal representatives, nominees, successors and
assigns of Guarantor, Administrative Agent and the Lenders.  No Guarantor shall
assign or transfer any of its rights or obligations under this Guaranty without
the prior written consent of Administrative Agent and the Lenders.  The
liability of all persons and entities who are in any manner obligated hereunder
shall be joint and several. If any provision of this Guaranty shall be
determined by a court of competent jurisdiction to be invalid, illegal or unenforceable,
that portion shall be deemed severed from this Guaranty and the remaining parts
shall remain in full force as though the invalid, illegal or unenforceable
portion had never been part of this Guaranty.  Time is of the essence of this
Guaranty. 15.ADDITIONAL PROVISIONS.  Such additional terms, covenants and conditions as
may be set forth on any exhibit executed by Guarantor and attached hereto which
recites that it is an exhibit to this Guaranty are incorporated herein by this
reference. 16.ENFORCEABILITY.  Guarantor hereby acknowledges that: (a) the obligations undertaken
by Guarantor in this Guaranty are complex in nature, and (b) numerous possible
defenses to the enforceability of these obligations may presently exist and/or
may arise hereafter, and (c) as part of Administrative Agent’s and the Lenders’
consideration for entering into this transaction, Administrative Agent and the
Lenders have specifically bargained for the waiver and relinquishment by
Guarantor of all such defenses, and (d) Guarantor has had the opportunity to
seek and receive legal advice from skilled legal counsel in the area of
financial transactions of the type contemplated herein.  Given all of the
above, Guarantor does hereby represent and confirm to Administrative Agent and
the Lenders that Guarantor is fully informed regarding, and that Guarantor does
thoroughly understand: (i) the nature of all such possible defenses, and (ii)
the circumstances under which such defenses may arise, and (iii) the benefits
which such defenses might confer upon Guarantor, and (iv) the legal
consequences to Guarantor of waiving such defenses.  Guarantor acknowledges
that Guarantor makes this Guaranty with the intent that this Guaranty and all
of the informed waivers herein shall each and all be fully enforceable by
Administrative Agent, and that Administrative Agent and the Lenders are induced
to enter into this transaction in material reliance upon the presumed full
enforceability thereof. 17.WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS GUARANTY, AND BY ITS ACCEPTANCE
HEREOF, ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY EXPRESSLY WAIVE ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING
UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION
THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN
DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS
RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER 7


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ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY AND ADMINISTRATIVE AGENT AND THE LENDERS HEREBY AGREE
AND CONSENT THAT ANY PARTY TO THIS GUARANTY AND ADMINISTRATIVE AGENT AND THE
LENDERS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO AND
ADMINISTRATIVE AGENT AND THE LENDERS TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY. 18.JOINDER TO CERTAIN COVENANTS IN LOAN AGREEMENT.  Guarantor hereby makes the representations and
warranties concerning Guarantor contained in Article 6 of the Loan Agreement as
to itself only and covenants and agrees to be bound by the covenants of
Guarantor contained in Articles 5 and 8 of the Loan Agreement as to itself
only. 19.NOTICES. 
All notices, demands, or other communications under this Guaranty shall be in
writing and shall be delivered to the appropriate party at the address set
forth on the signature page of this Guaranty (or with respect to Administrative
Agent and the Lenders, at the address set forth in the Loan Agreement) (subject
to change from time to time by written notice to all other parties to this
Guaranty).  All communications shall be deemed served upon delivery of, or if
mailed, upon the first to occur of receipt, the expiration of one (1) Business
Day after deposit with a reputable overnight delivery service, or the
expiration of three (3) days after the deposit in the United States Postal
Service mail, postage prepaid and addressed to the address of Guarantors or
Administrative Agent and Lenders at the address specified in the Loan
Agreement; provided, however, that non-receipt of any communication as the
result of any change of address of which the sending party was not notified or
as the result of a refusal to accept delivery shall be deemed receipt of such
communication. [Signatures on
following page] 8


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[Signature page to Guaranty of Payment and
Performance]  IN WITNESS WHEREOF,
Guarantor has executed this Guaranty under seal as of the date appearing on the
first page of this Guaranty.   PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC.  By:/s/ Richard J. Smith______________________
Name:Richard J. Smith______________________
Title:Vice President________________________  PHILLIPS EDISON SHOPPING CENTER OP GP LLC   By:/s/ Richard J. Smith______________________Name:Richard J. Smith______________________Title:Vice President________________________ HERON CREEK STATION LLC  By:/s/ Richard J. Smith______________________
Name:Richard J. Smith______________________
Title:Vice President________________________  [End of Signatures] Guarantors’ Address:  c/o Phillips Edison & Company Ltd. 11501 Northlake Drive Cincinnati, Ohio  45249 Attention:        Richard Smith Chief Financial
Officer  9


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