EX-10.1





 Exhibit 10.1 

Execution Version 
  

 
 RETAIL
PROPERTIES OF AMERICA, INC. 
 $100,000,000 4.82% Senior Notes due June 28,
2029 
  
  

NOTE PURCHASE AGREEMENT 

 
  

Dated as of April 5, 2019 
  

 
  












 TABLE OF CONTENTS 

 

							
	SECTION	 	HEADING	  	PAGE	 
	 SECTION 1.
	 	AUTHORIZATION OF NOTES	  	 	1	 
			
	 SECTION 2.
	 	SALE AND PURCHASE OF NOTES	  	 	1	 
			
	 SECTION 3.
	 	CLOSING	  	 	2	 
			
	 SECTION 4.
	 	CONDITIONS TO THE CLOSING	  	 	2	 
			
	 Section 4.1.
	 	Representations and Warranties	  	 	2	 
	 Section 4.2.
	 	Performance; No Default	  	 	2	 
	 Section 4.3.
	 	Compliance Certificates	  	 	2	 
	 Section 4.4.
	 	Opinions of Counsel	  	 	3	 
	 Section 4.5.
	 	Purchase Permitted By Applicable Law, Etc.	  	 	3	 
	 Section 4.6.
	 	Sale of Other Notes	  	 	3	 
	 Section 4.7.
	 	Payment of Special Counsel Fees	  	 	3	 
	 Section 4.8.
	 	Private Placement Number	  	 	3	 
	 Section 4.9.
	 	Changes in Corporate Structure	  	 	3	 
	 Section 4.10.
	 	Funding Instructions	  	 	4	 
	 Section 4.11.
	 	Proceedings and Documents	  	 	4	 
	 Section 4.12.
	 	Most Favored Lender Notice	  	 	4	 
			
	 SECTION 5.
	 	REPRESENTATIONS AND WARRANTIES OF THE ISSUER	  	 	4	 
			
	 Section 5.1.
	 	Organization; Power and Authority	  	 	4	 
	 Section 5.2.
	 	Authorization, Etc.	  	 	4	 
	 Section 5.3.
	 	Disclosure	  	 	4	 
	 Section 5.4.
	 	Organization and Ownership of Shares of Subsidiaries; Affiliates	  	 	5	 
	 Section 5.5.
	 	Financial Statements; Material Liabilities	  	 	6	 
	 Section 5.6.
	 	Compliance with Laws, Other Instruments, Etc.	  	 	6	 
	 Section 5.7.
	 	Governmental Authorizations, Etc.	  	 	6	 
	 Section 5.8.
	 	Litigation; Observance of Agreements, Statutes and Orders	  	 	6	 
	 Section 5.9.
	 	Taxes	  	 	7	 
	 Section 5.10.
	 	Title to Property; Leases	  	 	7	 
	 Section 5.11.
	 	Licenses, Permits, Etc.	  	 	7	 
	 Section 5.12.
	 	Compliance with ERISA	  	 	8	 
	 Section 5.13.
	 	Private Offering by the Issuer	  	 	9	 
	 Section 5.14.
	 	Use of Proceeds; Margin Regulations	  	 	9	 
	 Section 5.15.
	 	Existing Indebtedness; Future Liens	  	 	9	 
	 Section 5.16.
	 	Foreign Assets Control Regulations, Etc.	  	 	10	 
	 Section 5.17.
	 	Status under Certain Statutes	  	 	10	 
	 Section 5.18.
	 	Environmental Matters	  	 	11	 


  
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	 Section 5.19.
	 	REIT Status	  	 	11	 
	 Section 5.20.
	 	Senior Debt Status	  	 	11	 
			
	 SECTION 6.
	 	REPRESENTATIONS OF THE PURCHASERS	  	 	11	 
			
	 Section 6.1.
	 	Purchase for Investment	  	 	11	 
	 Section 6.2.
	 	Source of Funds	  	 	12	 
			
	 SECTION 7.
	 	INFORMATION AS TO ISSUER	  	 	13	 
			
	 Section 7.1.
	 	Financial and Business Information	  	 	13	 
	 Section 7.2.
	 	Officer’s Certificate	  	 	16	 
	 Section 7.3.
	 	Visitation	  	 	17	 
	 Section 7.4.
	 	Electronic Delivery	  	 	17	 
			
	 SECTION 8.
	 	PAYMENT AND PREPAYMENT OF THE NOTES	  	 	18	 
			
	 Section 8.1.
	 	Maturity	  	 	18	 
	 Section 8.2.
	 	Optional Prepayments	  	 	18	 
	 Section 8.3.
	 	Allocation of Partial Prepayments	  	 	19	 
	 Section 8.4.
	 	Maturity; Surrender, Etc.	  	 	19	 
	 Section 8.5.
	 	Purchase of Notes	  	 	19	 
	 Section 8.6.
	 	Make-Whole Amount	  	 	19	 
	 Section 8.7.
	 	Payments Due on Non-Business Days	  	 	21	 
	 Section 8.8.
	 	Change in Control	  	 	21	 
			
	 SECTION 9.
	 	AFFIRMATIVE COVENANTS	  	 	22	 
			
	 Section 9.1.
	 	Compliance with Law	  	 	22	 
	 Section 9.2.
	 	Insurance	  	 	22	 
	 Section 9.3.
	 	Maintenance of Properties	  	 	23	 
	 Section 9.4.
	 	Payment of Taxes and Claims	  	 	23	 
	 Section 9.5.
	 	Corporate Existence, Etc.	  	 	23	 
	 Section 9.6.
	 	Books and Records	  	 	23	 
	 Section 9.7
	 	Subsidiary Guarantors	  	 	23	 
	 Section 9.8
	 	Priority of Obligations	  	 	25	 
	 Section 9.9.
	 	Maintenance of Status	  	 	25	 
	 Section 9.10.
	 	Most Favored Lender Status	  	 	25	 
			
	 SECTION 10.
	 	NEGATIVE COVENANTS	  	 	26	 
			
	 Section 10.1.
	 	Transactions with Affiliates	  	 	26	 
	 Section 10.2.
	 	Merger, Consolidation, Etc.	  	 	27	 
	 Section 10.3.
	 	Line of Business	  	 	27	 
	 Section 10.4.
	 	Economic Sanctions, Etc.	  	 	27	 
	 Section 10.5.
	 	Liens	  	 	28	 
	 Section 10.6.
	 	Financial Covenants	  	 	28	 
			
	 SECTION 11.
	 	EVENTS OF DEFAULT	  	 	28	 


  
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	 SECTION 12.
	 	REMEDIES ON DEFAULT, ETC.	  	 	31	 
			
	 Section 12.1.
	 	Acceleration	  	 	31	 
	 Section 12.2.
	 	Other Remedies	  	 	32	 
	 Section 12.3.
	 	Rescission	  	 	32	 
	 Section 12.4.
	 	No Waivers or Election of Remedies, Expenses, Etc.	  	 	32	 
			
	 SECTION 13.
	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	  	 	32	 
			
	 Section 13.1.
	 	Registration of Notes	  	 	32	 
	 Section 13.2.
	 	Transfer and Exchange of Notes	  	 	33	 
	 Section 13.3.
	 	Replacement of Notes	  	 	33	 
			
	 SECTION 14.
	 	PAYMENTS ON NOTES	  	 	34	 
			
	 Section 14.1.
	 	Place of Payment	  	 	34	 
	 Section 14.2.
	 	Home Office Payment	  	 	34	 
	 Section 14.3.
	 	FATCA Information	  	 	34	 
			
	 SECTION 15.
	 	EXPENSES, ETC.	  	 	35	 
			
	 Section 15.1.
	 	Transaction Expenses	  	 	35	 
	 Section 15.2.
	 	Survival	  	 	35	 
			
	 SECTION 16.
	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	  	 	35	 
			
	 SECTION 17.
	 	AMENDMENT AND WAIVER	  	 	36	 
			
	 Section 17.1.
	 	Requirements	  	 	36	 
	 Section 17.2.
	 	Solicitation of Holders of Notes	  	 	36	 
	 Section 17.3.
	 	Binding Effect, Etc.	  	 	37	 
	 Section 17.4.
	 	Notes Held by Issuer, Etc.	  	 	37	 
			
	 SECTION 18.
	 	NOTICES	  	 	37	 
			
	 SECTION 19.
	 	REPRODUCTION OF DOCUMENTS	  	 	38	 
			
	 SECTION 20.
	 	CONFIDENTIAL INFORMATION	  	 	38	 
			
	 SECTION 21.
	 	SUBSTITUTION OF PURCHASER	  	 	39	 
			
	 SECTION 22.
	 	MISCELLANEOUS	  	 	40	 
			
	 Section 22.1.
	 	Successors and Assigns	  	 	40	 
	 Section 22.2.
	 	Accounting Terms	  	 	40	 
	 Section 22.3.
	 	Severability	  	 	40	 


  
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	 Section 22.4.
	 	Construction, Etc.	  	 	40	 
	 Section 22.5.
	 	Counterparts	  	 	41	 
	 Section 22.6.
	 	Governing Law	  	 	41	 
	 Section 22.7.
	 	Jurisdiction and Process; Waiver of Jury Trial	  	 	41	 
			
	 Signature
	 		  	 	43	 


  
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	SCHEDULE A	 	—	  	DEFINED TERMS
			
	SCHEDULE 1	 	—	  	FORM OF 4.82% SENIOR NOTE DUE JUNE 28, 2029
			
	SCHEDULE 4.4(a)	 	—	  	FORM OF OPINION OF SPECIAL COUNSEL FOR THE ISSUER
			
	SCHEDULE 4.4(b)	 	—	  	FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS
			
	SCHEDULE 5.3	 	—	  	DISCLOSURE MATERIALS
			
	SCHEDULE 5.4	 	—	  	SUBSIDIARIES OF THE ISSUER AND OWNERSHIP OF SUBSIDIARY STOCK
			
	SCHEDULE 5.5	 	—	  	FINANCIAL STATEMENTS
			
	SCHEDULE 5.15	 	—	  	EXISTING INDEBTEDNESS
			
	SCHEDULE B	 	—	  	INFORMATION RELATING TO PURCHASERS
			
	SCHEDULE S-1	 	—	  	IMMATERIAL SUBSIDIARIES


  
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 RETAIL PROPERTIES OF AMERICA,
INC. 
 2021 SPRING ROAD, SUITE 200 

OAK BROOK, IL 60523 

$100,000,000 4.82% SENIOR NOTES DUE JUNE 28, 2029 

April 5, 2019 
 TO
EACH OF THE PURCHASERS LISTED IN 

SCHEDULE B HERETO: 

Ladies and Gentlemen: 
 RETAIL
PROPERTIES OF AMERICA, INC., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Issuer”) agrees
with each of the Purchasers as follows: 
 SECTION 1. AUTHORIZATION OF NOTES. 

Authorization of Notes. The Issuer will authorize the issue and sale of $100,000,000 aggregate principal amount of its 4.82% Senior
Notes due June 28, 2029 (the “Notes,” such term to include any amendments, restatements or other modifications from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant
to Section 13). The Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A. References to a “Schedule” are references to a Schedule
attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified. 

SECTION 2. SALE AND PURCHASE OF NOTES. 

Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from
the Issuer, at the Closing as provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule B at the purchase price of 100% of the principal amount thereof. The Purchasers’
obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  













			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

SECTION 3. CLOSING. 

The execution and delivery of this Agreement shall occur on April 5, 2019. The sale and purchase of the Notes to be purchased by each
Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 a.m., central time, at a closing on June 28, 2019 (the “Closing”). At the Closing the Issuer
will deliver to each Purchaser the Notes to be purchased by such Purchaser at the Closing in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the
Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Issuer to account number 858000051968 at Bank of America, NA, 101 South Tryon Street, Charlotte, NC 28255, ABA #: 026009593, Beneficiary: Retail Properties of America, Inc. If at the
Closing the Issuer shall fail to tender the applicable Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such
Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to
such Purchaser’s satisfaction or such failure by the Issuer to tender such Notes. 
 SECTION 4. CONDITIONS
TO THE CLOSING. 
 Each Purchaser’s obligation to purchase and pay for the Notes to be sold
to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the time of the Closing, of the following conditions: 

Section 4.1. Representations and Warranties. The representations and warranties of the Issuer in this Agreement
shall be correct when made and at the Closing. 
 Section 4.2. Performance; No Default. The Issuer shall have
performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the Closing. From the date of this Agreement
until the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing and no
Change in Control shall have occurred. Neither the Issuer nor any Subsidiary shall have entered into any transaction since March 7, 2019 that would have been prohibited by Section 10 had such Section applied since such date. 

Section 4.3. Compliance Certificates. 

(a) Officer’s Certificate. The Issuer shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the
Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

(b) Secretary’s Certificate. The Issuer shall have delivered to such Purchaser a certificate of its Secretary or Assistant
Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the
Issuer’s organizational documents as then in effect. 
 Section 4.4. Opinions of Counsel. Such Purchaser
shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Goodwin Procter LLP, counsel for the Issuer, covering the matters set forth in Schedule 4.4(a) and covering such
other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Issuer hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP,
the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. 

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of
Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments
by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve
System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser
shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. 

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the Issuer shall sell to each other Purchaser
and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule B. 

Section 4.7. Payment of Special Counsel Fees. Without limiting Section 15.1, the Issuer shall have paid on or
before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Issuer at least one Business Day prior to the
Closing. 
 Section 4.8. Private Placement Number. A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes. 
 Section 4.9.
Changes in Corporate Structure. The Issuer shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of
any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser
shall have received written instructions signed by a Responsible Officer on letterhead of the Issuer confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee
bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited. 

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart
originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. 

Section 4.12. Most Favored Lender Notice. To the extent that at the Closing there are any financial covenants that
would be included as a result of Section 9.10, a description of such financial covenants in the form of a Most Favored Lender Notice. 

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE
ISSUER. 
 The Issuer represents and warrants to each Purchaser that: 

Section 5.1. Organization; Power and Authority. The Issuer is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the corporate power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. 

Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate
action on the part of the Issuer and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Issuer, enforceable against the Issuer, in accordance with its terms,
except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 Section 5.3.
Disclosure. The Issuer, through its agents, KeyBanc Capital Markets and Deutsche Bank Securities Inc, has delivered to each Purchaser a copy of a Private Placement Memorandum dated March 7, 2019 (the “Memorandum”), relating
to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Issuer and its Subsidiaries. This Agreement, the Memorandum, the financial
statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Issuer or any of the Issuer’s Officers prior to March 22, 2019 in connection with the transactions
contemplated hereby and identified in Schedule 5.3 (this Agreement and such documents, 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 
certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), to the Issuer’s
knowledge, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided,
that, with respect to any projected financial information, the Issuer represents only that such information was prepared in good faith based upon assumptions that Issuer believed to be reasonable at the time. Except as disclosed in the
Disclosure Documents, since December 31, 2018, there has been no change in the financial condition, operations, business, properties or prospects of the Issuer or any Subsidiary except changes that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. There is no fact known to the Issuer that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents. 

Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains
(except as noted therein) complete and correct lists of the Issuer’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and, with respect to each
non-Wholly-Owned Subsidiary, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Issuer and each other Subsidiary. The Issuer shall be permitted to
make additions and deletions to Schedule 5.4 for purposes of this representation in respect of the Closing after April 5, 2019 but prior to the Closing, so long as (a) the Issuer shall have provided an updated copy of
Schedule 5.4 to the Purchasers not less than 5 Business Days prior to the date of the Closing, (b) any such additions or deletions are in all respects reasonably satisfactory to the Purchasers as a condition to the Closing and
(c) such updated Schedule 5.4 does not affect the representation given in connection with the execution of this Agreement. 
 (b) All of
the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Issuer and its Subsidiaries have been validly issued, are fully paid and
non-assessable and are owned by the Issuer or another Subsidiary free and clear of any Lien that is prohibited by this Agreement, except where the failure or
non-compliance of the same would not result in a Material Adverse Effect. 
 (c) Each Subsidiary is a
corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where
applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts
and proposes to transact, except where the failure or non-compliance of the same would not result in a Material Adverse Effect. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4,
customary limitations imposed by corporate law or similar statutes or any Non-Recourse Indebtedness) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar
distributions of profits to the Issuer or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. 

Section 5.5. Financial Statements; Material Liabilities. The Issuer has delivered to each Purchaser copies of the
financial statements of the Issuer and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial
position of the Issuer and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Issuer and its
Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents. 
 Section 5.6.
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Issuer of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation
of any Lien in respect of any property of the Issuer or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws,
shareholders agreement or any other agreement or instrument to which the Issuer or any of its Subsidiaries is bound or by which the Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected, (ii) conflict
with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Issuer or any of its Subsidiaries or (iii) violate any
provision of any statute or other rule or regulation of any Governmental Authority applicable to the Issuer or any of its Subsidiaries, in each case, except, in the case of each of clauses (i), (ii) and (iii) where the failure or non-compliance of the same would not result in a Material Adverse Effect. 

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Issuer of this Agreement and the Notes. 

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits,
investigations or proceedings pending or, to the best knowledge of the Issuer, threatened against or affecting the Issuer or any of its Subsidiaries or any property of the Issuer or any of its Subsidiaries in any court or before any arbitrator of
any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

(b) Neither the Issuer nor any of its Subsidiaries is (i) in default under any agreement or instrument to which it is a party or by which
it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including,
without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), in the case of each of clauses (i), (ii) and (iii), which default or violation could, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 5.9. Taxes. Except as set
forth on Schedule 5.9, the Issuer and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments
levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which,
individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Issuer or its Subsidiaries, as the case
may be, has established adequate reserves in accordance with GAAP. The Issuer knows of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Issuer and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. Except as set forth on Schedule 5.9, the U.S. federal income tax liabilities of the
Issuer and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2014. 

Section 5.10. Title to Property; Leases. The Issuer and its Subsidiaries have good and sufficient title to their
respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Issuer or any
Subsidiary after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material respects. 
 Section 5.11. Licenses, Permits, Etc.
(a) The Issuer and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto without known conflict with the rights
of others, except where the failure to own or possess could not reasonably be expected to have a Material Adverse Effect. 
 (b) To the best
knowledge of the Issuer, no product or service of the Issuer or any of its Subsidiaries infringes in any respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other
right owned by any other Person, except where such infringement could not reasonably be expected to have a Material Adverse Effect. 

  
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(c) To the best knowledge of the Issuer, there is no violation by any Person of any right of the Issuer or any of its Subsidiaries with respect
to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Issuer or any of its Subsidiaries, except where such violation could not reasonably be expected to have a Material Adverse
Effect. 
 Section 5.12. Compliance with ERISA. (a) The Issuer and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither
the Issuer nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event,
transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Issuer or any ERISA Affiliate, or in the imposition of any Lien on any of
the rights, properties or assets of the Issuer or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or
section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material. 

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end
of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such
Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning
specified in section 3 of ERISA. 
 (c) The Issuer and its ERISA Affiliates have not incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. 

(d) The expected postretirement benefit obligation (determined as of the last day of the Issuer’s most recently ended fiscal year in
accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Issuer and its Subsidiaries is not Material. 
 (e) The execution and delivery of this Agreement and the issuance and sale
of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. The representation by the Issuer to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such
Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser. 

  
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(f) The Issuer and its Subsidiaries do not have any Non-U.S. Plans. 

Section 5.13. Private Offering by the Issuer. Neither the Issuer nor anyone acting on its behalf has offered the
Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than not more than 80 Institutional Investors
(including the Purchasers), each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the
registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction. 

Section 5.14. Use of Proceeds; Margin Regulations. The Issuer will apply the proceeds of the sale of the Notes
hereunder to repay or refinance outstanding indebtedness of the Issuer and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the
Issuer in a violation of Regulation X of said Board (12 CFR 24) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of
the consolidated assets of the Issuer and its Subsidiaries and the Issuer does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin
stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. 

Section 5.15. Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the Issuer and its Subsidiaries as of February 28, 2019 (including descriptions of the obligors and obligees (or any agent, trustee or other entity acting in a similar
capacity, principal amounts outstanding, whether or not secured and any Guaranties thereof), since which date there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the
Issuer or its Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest
on any Recourse Indebtedness of the Issuer or such Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of the Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 

(b) Except as disclosed in Schedule 5.15, as of the date of this representation, neither the Issuer nor any Subsidiary is a party to any
Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien after the date of this representation that secures such Indebtedness or to cause or
permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures such Indebtedness. 

  
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(c) Neither the Issuer nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing
Indebtedness of the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on
the incurring of, Indebtedness of the Issuer except as disclosed in Schedule 5.15. 
 Section 5.16. Foreign
Assets Control Regulations, Etc. (a) Neither the Issuer nor any Controlled Entity (i) is a Blocked Person or (ii) has been notified that its name appears or may in the future appear on a State Sanctions List. 

(b) Neither the Issuer nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any
applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Issuer’s knowledge, is under investigation by any
Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. 

(c) No part of the proceeds from the sale of the Notes hereunder: 

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Issuer or
any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic
Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws; 
 (ii) will be used, directly or
indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or 

(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any
Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws. 
 (d) The Issuer has established procedures and controls which it reasonably
believes are adequate (and otherwise comply with applicable law) to ensure that the Issuer and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws,
Anti-Money Laundering Laws and Anti-Corruption Laws. 

Section 5.17. Status under Certain Statutes. Neither the Issuer nor any Subsidiary is subject to regulation under
the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended. 

  
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Section 5.18. Environmental Matters. (a) Neither the Issuer nor any Subsidiary has knowledge of any claim or has
received any notice of any claim and no proceeding has been instituted asserting any claim against the Issuer or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of
them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. 

(b) Neither the Issuer nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 
 (c) Neither the Issuer nor any Subsidiary
has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect. 
 (d) Neither the Issuer nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary
to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 
 (e)
All buildings on all real properties now owned, leased or operated by the Issuer or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect. 
 Section 5.19. REIT Status. The Issuer has taken all
actions necessary to qualify as a real estate investment trust under the Code for the taxable years ended December 31, 2018, 2017, 2016 and 2015, and has not taken any action which would prevent it from maintaining such qualification in the
future. Each Subsidiary of the Issuer that is treated as a corporation for U.S. federal income tax purposes is either (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code or (ii) a
“taxable REIT subsidiary” within the meaning of Section 856(1) of the Code. 
 Section 5.20. Senior
Debt Status. The Issuer’s obligations under the Notes rank pari passu in priority of payment with all other senior unsecured Indebtedness of the Issuer. 

SECTION 6. REPRESENTATIONS OF THE PURCHASERS. 

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own
account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or
their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes. 

  
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Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an
accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: 

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of
Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the
NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on
behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the
total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or 

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual
obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not
affected in any manner by the investment performance of the separate account; or 
 (c) the Source is either (i) an
insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except
as disclosed by such Purchaser to the Issuer in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such
pooled separate account or collective investment fund; or 
 (d) the Source constitutes assets of an “investment
fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of
Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an
affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part
I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Issuer that would cause the QPAM and the Issuer to be “related” within the
meaning of Part VI(h) of the QPAM Exemption and (i) 

  
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the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established
or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed
to the Issuer in writing pursuant to this clause (d);or 
 (e) the Source constitutes assets of a “plan(s)” (within
the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the
meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of
“control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Issuer and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Issuer in writing pursuant to this clause (e); or 
 (f) the Source is a governmental plan; or 

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the Issuer in writing pursuant to this clause (g); or 
 (h) the Source
does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. 
 As used in this Section 6.2, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. 

SECTION 7. INFORMATION AS TO ISSUER. 

Section 7.1. Financial and Business Information. The Issuer shall deliver to each Purchaser and each holder of a Note
that is an Institutional Investor: 
 (a) Quarterly Statements — within 60 days (or such shorter period as is the
earlier of (x) 15 days greater than the period applicable to the filing of the Issuer’s Quarterly Report on Form 10-Q (the
“Form 10-Q”) with the SEC regardless of whether the Issuer is subject to the filing requirements thereof and (y) the date by which such financial statements are
required to be delivered under the Primary Credit Facility or the date on which such corresponding financial statements are delivered under the Primary Credit Facility if such delivery occurs earlier than such required delivery date) after the end
of each quarterly fiscal period in each fiscal year of the Issuer (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, 

  
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(i) a consolidated balance sheet of the Issuer and its Subsidiaries as at the end of such quarter, and 

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Issuer and its Subsidiaries
for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, 
 setting
forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a
Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from
year-end adjustments, provided that delivery within the time period specified above of copies of the Issuer’s Form 10-Q prepared in compliance with the
requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); 
 (b)
Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Issuer’s Annual Report on
Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Issuer is subject to the filing requirements thereof
and (y) the date by which such financial statements are required to be delivered under the Primary Credit Facility or the date on which such corresponding financial statements are delivered under the Primary Credit Facility if such delivery
occurs earlier than such required delivery date) after the end of each fiscal year of the Issuer, duplicate copies of 
 (i)
a consolidated balance sheet of the Issuer and its Subsidiaries as at the end of such year, and 
 (ii) consolidated
statements of income, changes in shareholders’ equity and cash flows of the Issuer and its Subsidiaries for such year, 
 setting forth
in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception
and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in
all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such
financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified
above of the Issuer’s Form 10-K for such fiscal year (together with the Issuer’s annual report to shareholders, if any, prepared pursuant to
Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);


  
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(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement,
report, notice or proxy statement sent by the Issuer or any Subsidiary to the administrative agent under the Primary Credit Facility (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as
information relating to pricing and borrowing availability) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser
or holder), and each prospectus and all amendments thereto filed by the Issuer or any Subsidiary with the SEC and of all press releases concerning developments that are Material; 

(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a
Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Issuer is taking or proposes to take with respect thereto; 

(e) ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any
of the following, a written notice setting forth the nature thereof and the action, if any, that the Issuer or an ERISA Affiliate proposes to take with respect thereto: 

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder,
for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or 
 (ii) the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the
Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or 

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Issuer or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Issuer or any ERISA Affiliate
pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; 

  
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(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of
any notice to the Issuer or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; 

(g) Resignation or Replacement of Auditors — within ten days following the date on which the Issuer’s auditors
resign or the Issuer elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Required Holders may request; and 

(h) Requested Information — with reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Issuer or any of its Subsidiaries (including, but without limitation, actual copies of the Issuer’s Form 10-Q and Form 10-K) or relating to the ability of (i) the Issuer to perform its obligations hereunder and, under the Notes or (ii) the ability of any Subsidiary Guarantor to perform its obligations under the
Subsidiary Guaranty, as from time to time may be reasonably requested by any such Purchaser or holder of a Note. 

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser or
a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer: 

(a) Covenant Compliance — setting forth the information from such financial statements that is required in order to
establish whether the Issuer was in compliance with the requirements of Section 10 (including any financial covenants added pursuant to Section 9.10) during the quarterly or annual period covered by the statements then being furnished,
(including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio
or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Issuer or any Subsidiary has made an election to measure any financial
liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s
certificate as to such period shall include a reconciliation from GAAP with respect to such election; 
 (b) Event of
Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Issuer and its Subsidiaries
from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Issuer or any Subsidiary to comply with any Environmental
Law), specifying the nature and period of existence thereof and what action the Issuer shall have taken or proposes to take with respect thereto; and 

  
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(c) Subsidiary Guarantors – certifying that each Subsidiary that is required to be a Subsidiary Guarantor
pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer. 

Section 7.3. Visitation. The Issuer shall permit the representatives of each Purchaser and each holder of a Note
that is an Institutional Investor: 
 (a) No Default — if no Default or Event of Default then exists, at the
expense of such Purchaser and such holder and upon reasonable prior notice to the Issuer, to visit the principal executive office of the Issuer, to discuss the affairs, finances and accounts of the Issuer and its Subsidiaries with the Issuer’s
officers, and (with the consent of the Issuer, which consent will not be unreasonably withheld) its independent public accountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public
accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the Issuer, which consent will not be unreasonably withheld) to visit the
other offices and properties of the Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser shall only be permitted to make one such visit or have one such
discussion per fiscal year and shall use reasonable efforts to coordinate any such visit with the representatives of the other Purchasers, if applicable, and, provided, further, that no such request by any Purchaser may be made within the six
(6) month period following the date of any all Purchasers’ visiting date wherein all Purchasers are invited by Issuer to its principal executive office; and 

(b) Default — if a Default or Event of Default then exists, at the expense of the Issuer to visit and inspect any
of the offices or properties of the Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts
with their respective officers and independent public accountants (and by this provision the Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Issuer and its Subsidiaries, all at such times and as often as may
be requested). 
 Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified public
accountants, other information and Officer’s Certificates that are required to be delivered by the Issuer pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Issuer satisfies any
of the following requirements with respect thereto: 
 (i) such financial statements satisfying the requirements of
Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mail at the e-mail address set forth in Schedule B for such Purchaser or holder or as communicated from time to time in a separate writing delivered to the Issuer; 


  
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(ii) the Issuer shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate
satisfying the requirements of Section 7.2 available on the Company’s website, which is located at http://www.rpai.com as of the date of this Agreement; 

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related
Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Issuer, on IntraLinks or on any other similar website to which each
holder of Notes has free access; or 
 (iv) the Issuer shall have filed any of the items referred to in Section 7.1(c)
with the SEC on EDGAR and shall have made such items available on the Company’s website, which is located at http://www.rpai.com as of the date of this Agreement or on IntraLinks or on any other similar website to which each holder of
Notes has free access; 
 provided however, that in no case shall access to such financial statements, other information and
Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (ii),
(iii) or (iv), the Issuer shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery;
provided further, that upon request of any holder to receive paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Issuer
will promptly e-mail them or deliver such paper copies, as the case may be, to such holder. 

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

 Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and
payable on the Maturity Date thereof. 
 Section 8.2. Optional Prepayments. 

Optional Prepayments with Make-Whole Amount. The Issuer may, at its option, upon notice
as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of such Notes then outstanding in the case of a partial prepayment, at 100% of the principal
amount so prepaid, and the Make-Whole Amount, if any, determined for the prepayment date with respect to such principal amount. The Issuer will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Issuer and the Required Holders agree to another time period


  
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pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Notes to be prepaid on such date, the principal
amount of Notes held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of
a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of
such computation. Two Business Days prior to such prepayment, the Issuer shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount
as of the specified prepayment date. 
 Section 8.3. Allocation of Partial Prepayments. In the case of each
partial prepayment of Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for prepayment. Any prepayments pursuant to Section 8.8 shall be applied only to the Notes of the holders electing to participate in such prepayment. 

Section 8.4. Maturity; Surrender, Etc. In the case of each optional prepayment of Notes pursuant to this
Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued,
and no Note shall be issued in lieu of any prepaid principal amount of any Note. 
 Section 8.5. Purchase of
Notes. The Issuer will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with
this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Issuer or any of their Affiliates pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide
each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. The Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to
any payment or prepayment of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes. 

Section 8.6. Make-Whole Amount. 

“Make-Whole Amount” means, with respect to any Note, an amount equal to the
excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero; provided further that the Make-Whole Amount shall equal zero with respect to the Notes if such prepayment occurs on or after the date which is ninety (90) days prior to the Maturity Date of the
Notes, as the case may be. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: 

  
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“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the
same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. 

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) .50% plus (b) the
yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as
“Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury
securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining
Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the
“Ask Yield(s)” reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and
greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. 

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then
“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) .50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which
such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant
maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity
will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the
term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. 

  
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“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such
Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment. 
 “Remaining Scheduled Payments” means, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1. 
 “Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires. 
 Section 8.7. Payments Due on
Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not
a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the
additional days elapsed in the computation of interest payable on such next succeeding Business Day. 
 Section 8.8.
Change in Control. 
 (a) Notice of Change in Control. The Issuer will, within ten (10) Business Days after the occurrence of
any Change in Control, give written notice (the “Change in Control Notice”) of such Change in Control to each holder of Notes. Such Change in Control Notice shall contain and constitute an offer to prepay the Notes as described in
Section 8.8(b) hereof and shall be accompanied by the certificate described in Section 8.8(e). 
 (b) Offer to Prepay Notes.
The offer to prepay Notes contemplated by Section 8.8(a) shall be an offer to prepay, in accordance with and subject to this Section 8.8, all, but not less than all, the Notes held by each holder (in this case only, “holder” in
respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such Change in Control Notice (the “Proposed Prepayment Date”). Such date shall be not
fewer than 30 days and not more than 60 days after the date of delivery of the Change in Control Notice. 

  
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(c) Acceptance. Any holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such
acceptance to be delivered to the Issuer not fewer than 10 days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute a
rejection of such offer by such holder. 
 (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.8
shall be at 100% of the principal amount of the Notes together with accrued and unpaid interest thereon but without any Make-Whole Amount or other premium. The prepayment shall be made on the Proposed
Prepayment Date. 
 (e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.8 shall be
accompanied by a certificate, executed by a Senior Financial Officer and dated the date of delivery of the Change in Control Notice, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
Section 8.8; (iii) the principal amount of each Note offered to be prepaid (which shall be 100% of the outstanding principal balance of each such Note); (iv) the interest that would be due on each Note offered to be prepaid, accrued
to the Proposed Prepayment Date; (v) that the conditions of this Section 8.8 required to be fulfilled prior to the giving of notice have been fulfilled and (vi) in reasonable detail, the general nature and date of the Change in
Control. 
 SECTION 9. AFFIRMATIVE COVENANTS. 

From the date of this Agreement until the Closing and thereafter, the Issuer covenants that so long as any of the Notes are outstanding: 

Section 9.1. Compliance with Laws. Without limiting Section 10.4, the Issuer will, and will cause each of its
Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are
referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 9.2. Insurance. The Issuer will, and will cause each of its Subsidiaries to, maintain, with financially
sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in
the same or a similar business and similarly situated, except where failure to maintain such insurance could not reasonably be expected to cause a Material Adverse Effect. 

  
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Section 9.3. Maintenance of Properties. The Issuer will, and will cause each of its Subsidiaries to, maintain and
keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times,
provided that this Section shall not prevent the Issuer or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Issuer has
concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 9.4. Payment of Taxes and Claims. The Issuer will, and will cause each of its Subsidiaries to, file all tax
returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets,
income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Issuer or any
Subsidiary, provided that neither the Issuer nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Issuer or such Subsidiary on a timely basis
in good faith and in appropriate proceedings, and the Issuer or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments,
charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Issuer will at all times preserve and keep
its corporate existence in full force and effect. Subject to Section 10.2, the Issuer will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Issuer or a Wholly-Owned Subsidiary) and all rights and franchises of the Issuer and its Subsidiaries unless, in the good faith judgment of the Issuer, the termination of or failure to preserve and keep in full force and effect
such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect. 

Section 9.6. Books and Records. The Issuer will, and will cause each of its Subsidiaries to, maintain proper books
of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Issuer or such Subsidiary, as the case may be. The Issuer will, and will cause each of its
Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Issuer has devised a system of internal accounting controls for the Consolidated Group sufficient to
provide reasonable assurances that its books, records, and accounts accurately reflect all transactions and dispositions of assets and the Issuer will continue to maintain such system. 

Section 9.7 Subsidiary Guarantors. (a) The Issuer will cause each of its Subsidiaries that (x) guarantees
or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Primary Credit Facility, the 2014 Note Purchase
Agreement or the 2016 Note Purchase Agreement 

  
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(collectively, the “Material Credit Facilities”), or (y) (i) owns an Unencumbered Pool Property or other asset the value of which is included in the determination of
Unencumbered Pool Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, incurs, acquires or suffers to exist (whether as borrower,
co-borrower, guarantor or other obligor) any Recourse Indebtedness, to concurrently therewith: 

(1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders (it being understood and
agreed that any agreement substantially similar to the subsidiary guarantee required by the Material Credit Facilities shall be deemed satisfactory to the Required Holders) providing for the guaranty by such Subsidiary, on a joint and several basis
with all other such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise)
and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Issuer thereunder and (ii) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant,
agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and 

(2) deliver the following to each holder of a Note: 

(i) an executed counterpart of such Subsidiary Guaranty; 

(ii) to the extent required under any Material Credit Facility, a certificate signed by an authorized responsible officer of
such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Section 5 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty
rather than the Issuer); 
 (iii) to the extent required under any Material Credit Facility, documents to evidence the due
organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary
of its obligations thereunder; and 
 (iv) to the extent required under any Material Credit Facility, an opinion of counsel
reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. 

(b) Release of Guarantors. The Issuer may request in writing that the holders of the Notes release a Subsidiary Guarantor, if:
(i) such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or otherwise with respect to any Indebtedness under any Material Credit Facility, (ii) such Subsidiary does not
have any liability under any other 

  
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Recourse Indebtedness (other than a Subsidiary of the Issuer which (A) owns a single project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or (B) is not
a Wholly-Owned Subsidiary of the Issuer); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iv) if any fee or other form of
consideration is given to any holder of Indebtedness under any Material Credit Facility directly related to releasing such Subsidiary Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration
reasonably acceptable to the Required Holders). Together with any such request, the Issuer shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i),
(ii), (iii) and (iv) will be true and correct upon the release of such Subsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and
so long as the conditions set forth in immediately preceding clauses (i), (ii), (iii) and (iv) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and
expense of the Issuer, such documents as Issuer may reasonably request to evidence such release. 
 Section 9.8
Priority of Obligations. The Issuer’s obligations under the Notes and each Subsidiary Guarantor’s obligations under the Subsidiary Guaranty, if any, will at all times rank pari passu in priority of payment with all other senior
unsecured Indebtedness of the Issuer and the Subsidiary Guarantors, as the case may be. 
 Section 9.9.
Maintenance of Status. The Issuer shall at all times maintain its status as a real estate investment trust in compliance with all applicable provisions of the Code relating to such status. 

Section 9.10. Most Favored Lender Status. (a) If on the date of this Agreement or at any time after the date of
this Agreement any Material Credit Facility contains a financial covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by the Issuer that is not contained herein (other than
the covenant contained in Section 6.11 of the Primary Credit Facility as of the date hereof) or is more favorable to the lenders under such Material Credit Facility than the financial covenants (including related definitions) contained in this
Agreement (any such provision (including any necessary definition), a “More Favorable Covenant”), then the Issuer shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the
Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set
forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. 

(b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant
to this Section 9.10(a) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or an Event of
Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Issuer, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default
or Event of Default no longer exists 

  
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and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility
or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted
from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility
for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. 

(c) “Most Favored Lender Notice” means, in respect of any More Favorable Covenant, a written notice to each of the holders of
the Notes delivered promptly, and in any event within twenty (20) Business Days after the inclusion of such More Favorable Covenant in any Material Credit Facility (including by way of amendment or other modification of any existing provision
thereof) from a Responsible Officer referring to the provisions of this Section 9.10 and setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory
calculations, as applicable. 
 (d) Notwithstanding the foregoing, the covenants in Section 10.6 as of the date of this Agreement shall
never be made less restrictive on the Issuer than each such covenant is as of the date of this Agreement (and as amended from time to time, other than by operation of this Section 9.10). 

If the Issuer fails to comply with any provision of Section 9 on or after the date of this Agreement and prior to the Closing, then a
Purchaser may elect not to purchase the Notes on the date of the Closing that is specified in Section 3. 
 SECTION 10.
NEGATIVE COVENANTS. 
 From the date of this Agreement until the Closing and thereafter, the Issuer covenants
that so long as any of the Notes are outstanding: 
 Section 10.1. Transactions with Affiliates. The Issuer will
not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any
service) with any Affiliate, (other than the Issuer or another Subsidiary), except in the ordinary course of business and pursuant to the reasonable requirements of the Issuer’s and such Subsidiary’s business or upon fair and reasonable
terms no less favorable to the Issuer or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. 

  
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Section 10.2. Merger, Consolidation, Etc. The Issuer will not consolidate with or merge with any other Person or
convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: 

(a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance,
transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be, shall be a solvent corporation or limited liability company, or limited partnership organized and existing under the laws of the United States
or any state thereof (including the District of Columbia), and if the Issuer is not such corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes
its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any
Notes a customary opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in
accordance with their terms and comply with the terms hereof; 
 (b) each Subsidiary Guarantor under any Subsidiary Guaranty
that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to
the Required Holders; and 
 (c) immediately before and immediately after giving effect to such transaction or each
transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing. 

Section 10.3. Line of Business. The Issuer will not and will not permit any Subsidiary to, engage in any business
if, as a result, the general nature of the business in which the Issuer and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Issuer and its Subsidiaries,
taken as a whole, are engaged on the date of this Agreement. 
 Section 10.4. Economic Sanctions, Etc. The Issuer
will not and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, or (b) directly or indirectly have any investment in or engage in any
dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any Purchaser or holder or any
affiliate of any such Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such Purchaser or such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic
Sanctions Laws. 

  
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Section 10.5. Liens. The Issuer will not nor will it permit any of its respective Subsidiaries to, secure any
Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guarantee delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to
documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Issuer and/or any such Subsidiary, as the case may be, from counsel
reasonably acceptable to the Required Holders. 
 Section 10.6. Financial Covenants. Issuer, on a consolidated
basis with its Subsidiaries, shall not, directly or indirectly, permit: 
 (a) Maximum Consolidated Leverage Ratio.
The Leverage Ratio to exceed sixty percent (60.0%), provided, that if such ratio is greater than 60.0%, then the Issuer shall be deemed to be in compliance with this Section 10.6(a) so long as (i) the Issuer completed a Material
Acquisition during the quarter in which such ratio first exceeded 60.0%, (ii) such ratio does not exceed 60.0% for a period of more than one fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was
completed, (iii) the Issuer has not maintained compliance with this Section 10.6(a) in reliance on this proviso more than two times during the term of this Agreement and (iv) such ratio is not greater than 65.0% at any time; 

(b) Maximum Secured Leverage Ratio. Secured Indebtedness to be more than forty-five percent (45%) of Total Asset Value;

 (c) Maximum Unencumbered Leverage Ratio. The Unencumbered Leverage Ratio to exceed 66 2/3%; and 

(d) Minimum Interest Coverage Ratio. As of the last day of any fiscal quarter, the Interest Coverage Ratio for the
Issuer, on a consolidated basis, for the fiscal quarter then ended, to be less than 1.5 to 1.0. 
 If the Issuer fails to comply with any
provision of Section 10 on or after the date of this Agreement and prior to the Closing, then a Purchaser may elect not to purchase the Notes on the date of the Closing that is specified in Section 3. 

SECTION 11. EVENTS OF DEFAULT. 

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing: 

(a) the Issuer defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 

(b) the Issuer defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due
and payable; or 

  
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(c) the Issuer defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10.6
and any other financial covenants included in this Agreement pursuant to Section 9.10; or 
 (d) the Issuer or any
Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), 11(b) and 11(c)) or in any Subsidiary Guaranty and such default is not remedied within 30
days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Issuer receiving written notice of such default from any holder of a Note (any such written notice to be identified as a
“notice of default” and to refer specifically to this Section 11(d)); or 
 (e) (i) any representation or
warranty made in writing by or on behalf of the Issuer or any other member of the Consolidated Group or by any officer of the Issuer or any other member of the Consolidated Group in this Agreement or any writing furnished in connection with the
transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer
of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or 

(f) (i) the Issuer or any member of the Consolidated Group is in default (as principal or as guarantor or other surety) in
the payment of any principal of or premium or make-whole amount or interest on any Recourse Indebtedness that is outstanding in an aggregate principal amount of at least $50,000,000 beyond any period of grace
provided with respect thereto, or (ii) the Issuer or any member of the Consolidated Group is in default in the performance of or compliance with any term of any evidence of any Recourse Indebtedness in an aggregate outstanding principal amount
of at least $50,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are
entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the
passage of time or the right of the holder of Recourse Indebtedness to convert such Recourse Indebtedness into equity interests), (x) the Issuer or any Subsidiary has become obligated to purchase or repay Recourse Indebtedness before its
regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $50,000,000, or (y) one or more Persons have the right to require the Issuer or any Subsidiary so to purchase or repay
such Recourse Indebtedness in an aggregate outstanding principal amount of at least $50,000,000; or 

  
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(g) the Issuer or any member of the Consolidated Group (other than (1) any such other member of the Consolidated Group
that, together with all other members of the Consolidated Group (other than Issuer) then subject to any proceeding or condition described in this Section or the immediately following Section 11(h) does not account for more than 5.0% of the
Total Asset Value at such time) or (2) an Immaterial Subsidiary) (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing
against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property,
(v) is adjudicated as insolvent or to be liquidated or (vi) takes corporate action for the purpose of any of the foregoing; 

(h) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the
Issuer, or any member of the Consolidated Group (other than (i) any such other member of the Consolidated Group that, together with all other members of the Consolidated Group (other than Issuer) then subject to any proceeding or condition
described in this Section or the immediately preceding Section 11(g) does not account for more than 5.0% of the Total Asset Value at such time or (ii) an Immaterial Subsidiary), a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage
of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Issuer, or any member of the Consolidated Group, or any such petition shall be filed
against the Issuer, or any member of the Consolidated Group and such petition shall not be dismissed within 90 days; or 

(i) one or more final judgments or orders for the payment of money aggregating in excess of $50,000,000, including, without
limitation, any such final order enforcing a binding arbitration decision (other than with respect to a default under any Non-Recourse Indebtedness), are rendered against one or more of the Issuer and its
Subsidiaries (other than an Immaterial Subsidiary) and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; 

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part
thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with
the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Issuer or any ERISA Affiliate that a Plan may become a subject of any
such proceedings, (iii) there is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV of ERISA shall exceed an
amount that could reasonably be expected to have a Material Adverse Effect, (iv) the Issuer or any ERISA Affiliate shall 

  
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have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,
(v) the Issuer or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Issuer or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment
welfare benefits in a manner that would increase the liability of the Issuer or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event
or events, could reasonably be expected to have a Material Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings
assigned to such terms in section 3 of ERISA; or 
 (k) the Subsidiary Guaranty, this Agreement or the Notes shall be
declared null and void, or the validity or enforceability thereof shall be contested by the Issuer or its Subsidiaries party thereto or the Issuer or its Subsidiary Guarantors party thereto shall deny it has any further liability or obligation
thereunder. 
 SECTION 12. REMEDIES ON DEFAULT, ETC. 

Section 12.1. Acceleration. (a) If an Event of Default with respect to the Issuer described in
Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of
Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. 
 (b) If any other
Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Issuer, declare all the Notes then
outstanding to be immediately due and payable. 
 (c) If any Event of Default described in Section 11(a) or (b) has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and
payable. 
 Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will
forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Issuer acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuer (except as herein
specifically provided for) and that the provision for payment of a Make-Whole Amount by the Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such circumstances. 

  
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Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of
whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity
or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise
of any power granted hereby or thereby or by law or otherwise. 
 Section 12.3. Rescission. At any time after any
Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Issuer, may rescind and annul any such declaration and its
consequences if (a) the Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate,
(b) neither the Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of
amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the
Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of
any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Subsidiary Guaranty or
any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Issuer under
Section 15, the Issuer will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including,
without limitation, reasonable attorneys’ fees, expenses and disbursements. 
 SECTION 13. REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES. 
 Section 13.1.
Registration of Notes. The Issuer shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in
such register as an owner and holder thereof and (b) at any such 

  
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beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of
transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the contrary. The Issuer
shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the address and to the
attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by
the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days
thereafter, the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to
which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge
imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note
may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. 

Section 13.3. Replacement of Notes. Upon receipt by the Issuer at the address and to the attention of the designated
officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice
from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and 
 (a) in the case
of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a
Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or 

(b) in the case of mutilation, upon surrender and cancellation thereof, 

within ten Business Days thereafter, the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the
date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 

  
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SECTION 14. PAYMENTS ON NOTES. 

Section 14.1. Place of Payment. Subject to Section 14.2 and the sentence immediately following, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The
Issuer may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuer in such jurisdiction or the principal office of a bank or trust
company in such jurisdiction. 
 Section 14.2. Home Office Payment. So long as any Purchaser or its nominee shall
be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Issuer will pay all sums becoming due on such Note for principal, Make-Whole Amount,
if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule B, or by such other method or at such other address as such Purchaser shall
have from time to time specified to the Issuer in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuer at its principal executive office or at the place of payment most recently
designated by the Issuer pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the
last date to which interest has been paid thereon or surrender such Note to the Issuer in exchange for a new Note or Notes pursuant to Section 13.2. The Issuer will afford the benefits of this Section 14.2 to any Institutional Investor
that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2. 

Section 14.3. FATCA Information. By acceptance of any Note, the holder of such Note agrees that such holder will
with reasonable promptness duly complete and deliver to the Issuer, or to such other Person as may be reasonably requested by the Issuer, from time to time (a) in the case of any such holder that is a United States Person, such holder’s
United States tax identification number or other Forms reasonably requested by the Issuer necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Issuer to comply with its
obligations under FATCA and (b) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional
documentation as may be necessary for the Issuer to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold
from any such payment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Issuer is required to obtain such information under FATCA and,
in such event, the Issuer shall treat any such information it receives as confidential. 

  
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SECTION 15. EXPENSES, ETC. 

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer
will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection
with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred
in connection with the insolvency or bankruptcy of the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary
Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such costs and expenses under this clause (c)
shall not exceed $3,500. If required by the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier. 

The Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees,
costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment
under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. 

Section 15.2. Survival. The obligations of the Issuer under this Section 15 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement. 

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT. 
 All representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any
investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuer pursuant to this Agreement shall be deemed
representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Issuer and
supersede all prior agreements and understandings relating to the subject matter hereof. 

  
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SECTION 17. AMENDMENT AND WAIVER. 

Section 17.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of
the Notes may be waived (either retroactively or prospectively), only with the written consent of the Issuer and the Required Holders, except that: 

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein),
will be effective as to any Purchaser or holder unless consented to by such Purchaser or holder in writing; and 
 (b) no
amendment or waiver may, without the written consent of (A) prior to the Closing, each Purchaser and (B) at any time on or after the Closing, each holder of a Note at the time outstanding, (i) subject to Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the
Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to the Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2),
11(a), 11(b), 12, 17 or 20. 
 Section 17.2. Solicitation of Holders of Notes. 

(a) Solicitation. The Issuer will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or
any Subsidiary Guaranty. The Issuer will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to each Purchaser and each holder of a Note promptly
following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes. 

(b) Payment. The Issuer will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of a Note as consideration for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment
of any of the terms and provisions hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each
Purchaser and each holder of a Note even if such Purchaser or holder did not consent to such waiver or amendment. 

  
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(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of a
Note that has transferred or has agreed to transfer its Note to (i) the Issuer or (ii) any Subsidiary or any other Affiliate in connection with such consent shall be void and of no force or effect except solely as to such holder, and any
amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar
conditions) shall be void and of no force or effect except solely as to such holder. 
 Section 17.3. Binding Effect,
Etc. Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to all Purchaser and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Issuer
without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair
any right consequent thereon. No course of dealing between the Issuer and any Purchaser or holder of a Note and no delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver of any rights of any
Purchaser or holder of such Note. 
 Section 17.4. Notes Held by Issuer, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes,
or have directed the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly
or indirectly owned by the Issuer or any of its Affiliates shall be deemed not to be outstanding. 
 SECTION 18. NOTICES.

 Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and
sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid). Any such notice must be sent: 

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in
Schedule B, or at such other address as such Purchaser or nominee shall have specified to the Issuer in writing, 
 (ii)
if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuer in writing, or 

(iii) if to the Issuer, to the Issuer at its address set forth at the beginning hereof to the attention of Julie M. Swinehart,
or at such other address as the Issuer shall have specified to the holder of each Note in writing. 

  
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 Notices under
this Section 18 will be deemed given only when actually received. 
 SECTION 19. REPRODUCTION OF
DOCUMENTS. 
 This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and
modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any
Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Issuer agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such
Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Issuer or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 

SECTION 20. CONFIDENTIAL INFORMATION. 

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on
behalf of the Issuer or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received
by such Purchaser as being confidential information of the Issuer or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Issuer or any
Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with
procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers,
employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who
agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase any Security of the Issuer
(if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the
SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 
access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of
Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s
Notes, this Agreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this
Agreement. On reasonable request by the Issuer in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with the Issuer embodying this Section 20. 
 In the event
that as a condition to receiving access to information relating to the Issuer or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to
a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such
Purchaser or such holder and the Issuer, this Section 20 shall supersede any such other confidentiality undertaking. 
 SECTION 21.
SUBSTITUTION OF PURCHASER. 
 Each Purchaser shall have the right to substitute any one of its
Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Issuer, which notice
shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect
to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such
original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon
receipt by the Issuer of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but
shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

SECTION 22. MISCELLANEOUS. 

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf
of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 

Section 22.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement
have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial
statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing, for purposes of determining compliance with this Agreement (including, without limitation, Section 5, Section 9, Section 10, Section 11 and the
definitions related thereto, including, without limitation, the definition of “Indebtedness”) and, for the avoidance of doubt, for all purposes relating to covenant calculation under this Agreement, (i) any election by the Issuer to
measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 –
Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not
been made and (ii) Accounting Standards Update 2016-02, Leases and all related amendments shall not be given any effect unless and until such accounting standard and all related amendments are
consistently applied in determining compliance with, and covenant calculations under, the Material Credit Facilities. 
 In the event of any
other change in GAAP after the date hereof which would affect the computation of any financial covenant, ratio or other requirements set forth herein, then upon the request of the Issuer or the Required Holders, the Issuer and the holders of Notes
shall negotiate promptly, diligently and in good faith in order to amend the provisions of this Agreement such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions
of the Issuer as in effect prior to such accounting change as determined by the Required Holders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Issuer and the Required Holders,
(i) such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under this Agreement, shall be calculated and reported as if such change had not occurred and (ii) the
Issuer shall provide to each holder of a Note that is an Institutional Investor 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. 
 Section 22.3. Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 22.4. Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 

Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of
the laws of a jurisdiction other than such State. 
 Section 22.7. Jurisdiction and Process; Waiver of Jury Trial.
(a) The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action
or proceeding arising out of or relating to this Agreement, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, the Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum. 
 (b) The Issuer agrees, to the fullest extent
permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case
may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. 

(c) The Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred
to in Section 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address
of which such holder shall then have been notified pursuant to said Section. The Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and
(ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial delivery service. 
 (d) Nothing in this Section 22.7 shall
affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Issuer in the courts of any appropriate jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

(e) THE PARTIES HERETO HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR THEREWITH. 
 *   *   *   *   * 

  
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	Retail Properties of America, Inc.	  	Note Purchase Agreement

  

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer,
whereupon this Agreement shall become a binding agreement between you and the Issuer. 
  

			
	Very truly yours,
	
	 RETAIL PROPERTIES OF AMERICA, INC.,

      a Maryland corporation

		
	By	 	 /s/ Julie M. Swinehart

		 	Name: Julie M. Swinehart
		 	 Title: Executive Vice President, Chief

Financial Officer and Treasurer




  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	GENWORTH LIFE INSURANCE COMPANY
		
	By	 	 /s/ Stuart Shepetin

		 	Name:	 	Stuart Shepetin
		 	Title:	 	Investment Officer



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
		
	By	 	 /s/ Amy Carroll

		 	Name:	 	Amy Carroll
		 	Title:	 	Senior Director
	
	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
		
	By	 	 /s/ Amy Carroll

		 	Name:	 	Amy Carroll
		 	Title:	 	Senior Director
	
	BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA
		
	By	 	 /s/ Amy Carroll

		 	Name:	 	Amy Carroll
		 	Title:	 	Senior Director



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	CONTINENTAL CASUALTY COMPANY
		
	By	 	 /s/ Amy C. Adams

		 	Name:	 	Amy C. Adams
		 	Title:	 	Senior Vice President and Treasurer


 Approved by 
 Law Dept.

 By: /s/ LG                 

Date: 4-2-19 

  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	MODERN WOODMEN OF AMERICA
		
	By	 	 /s/ Douglas A. Pannier

		 	Name:	 	Douglas A. Pannier
		 	Title:	 	Group Head—Private Placements
		
	By	 	 /s/ Brett M. Van

		 	Name:	 	Brett M. Van
		 	Title:	 	Treasurer & Chief Investment Officer



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	PENN MUTUAL LIFE INSURANCE COMPANY
		
	By:	 	Penn Mutual Asset Management, LLC
		
	By	 	 /s/ Greg Zappin

		 	Name:	 	Greg Zappin
		 	Title:	 	Managing Director



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By	 	 /s/ David Quackenbush

		 	    	 	Vice President
	
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
		
	By:	 	PGIM, Inc. (as Investment Manager)
		
	By	 	 /s/ David Quackenbush

		 	    	 	Vice President
	
	THE GIBRALTAR LIFE INSURANCE CO., LTD.
		
	By:	 	Prudential Investment Management Japan Co., Ltd. (as Investment Manager)
		
	By:	 	PGIM, Inc. (as Sub-Adviser)
		
	By	 	 /s/ David Quackenbush

		 	    	 	Vice President
	
	BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA
		
	By:	 	Prudential Private Placement Investors, L.P. (as Investment Advisor)
		
	By:	 	Prudential Private Placement Investors, Inc. (as its General Partner)
		
	By	 	 /s/ David Quackenbush

		 	    	 	Vice President



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	 ALLIANCE UNITED INSURANCE COMPANY

CATHOLIC UNITED FINANCIAL

DELTA DENTAL OF MINNESOTA

MINNESOTA LIFE INSURANCE COMPANY

SECURIAN LIFE INSURANCE COMPANY

UNITEDHEALTHCARE INSURANCE COMPANY

		
	By:	 	Securian Asset Management, Inc.
		
	By	 	 /s/ Merlin L. Erickson

		 	Name:	 	Merlin L. Erickson
		 	Title:	 	Vice President



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
		
	By	 	 /s/ David Divine

		 	Name:	 	David Divine
		 	Title:	 	Senior Portfolio Manager



  














			
	Retail Properties of America, Inc.	  	Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

  

					
	STATE OF WISCONSIN INVESTMENT BOARD
		
	By	 	 /s/ Christopher P. Prestigiacomo

		 	Name:	 	Christopher P. Prestigiacomo
		 	Title:	 	Portfolio Manager



  













 DEFINED TERMS 

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: 

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

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly
through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Issuer, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of
any class of voting equity interests of the Issuer or any Subsidiary or any Person of which the Issuer and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting equity interests. As
used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Issuer. 

“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may be amended, restated,
supplemented or otherwise modified from time to time. 
 “Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act
2010. 
 “Anti-Money Laundering Laws” means any law or regulation in a U.S.
or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the
Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act. 

SCHEDULE A 
 (to
Note Purchase Agreement) 












 “Blocked Person” means (a) a Person whose name appears on the list of
Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person
that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b). 

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in
New York, New York are required or authorized to be closed. 
 “Capital Expenditure Reserve Deduction” means,
with respect to any group of Projects as of any date, the sum of (a) $0.15 per annum per gross leaseable square foot of such Projects, times either (A) in the case of calculation of Adjusted EBITDA, as to each such type of Project, the
weighted average square footage of such Projects owned by the Consolidated Group at any time during the most recent four (4) fiscal quarters of Issuer for which financial results have been reported or (B) in the case of the calculation of
Adjusted Unencumbered Pool NOI, as to each such Project, the square footage of such type of Projects included in the Unencumbered Pool as of such date. 

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

“Capitalization Rate” shall have the meaning ascribed to such term in the Primary Credit Facility from time to time,
and, if for any reason no Primary Credit Facility then exists or such term is no longer used therein, the Capitalization Rate most recently in effect. Notwithstanding the foregoing, in no event shall the “Capitalization Rate” at
any time be less than 6.25%. 
 “Capitalized Lease” of a Person means any lease of property imposing obligations on such
Person, as lessee thereunder, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person. 

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP. 
 “Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentally thereof (provided that the full faith and credit of the United States of America is pledged in support
thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit of (i) any holder of Notes or any of its Affiliates; (ii) any domestic
commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s
is at least P-2 or the equivalent thereof (any such 

  
 A-2 













 bank being an “Approved Bank”), in each case with maturities of not more than two (2) years
from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within one (1) year of the date of
acquisition, (d) repurchase agreements with a bank or trust company or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which an
Issuer or its Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and
(e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at
least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d). 

“Change in Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding Capital Stock of the Issuer. 
 “Change in Control Notice” is defined in
Section 8.8.  
 “CISADA” means the Comprehensive Iran Sanctions, Accountability and Divestment Act. 

“Closing” is defined in Section 3. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time. 
 “Confidential Information” is defined in Section 20. 

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

  
 A-3 













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

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

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

“Construction in Progress” means, as of any date, the book value of any Projects then under development, provided that a
Project shall no longer be included in Construction in Progress and shall be valued based on its Net Operating Income upon the earlier of (i) the first anniversary after substantial completion (which shall mean the receipt of a temporary
certificate of occupancy or a final certificate of occupancy) of such Project and (ii) the last day of the first full fiscal quarter in which the Net Operating Income attributable to such Project for such fiscal quarter multiplied by four
(4) and then divided by the Capitalization Rate exceeds the book value of such Project. 
 “Controlled Entity” means
(i) any of the Subsidiaries of the Issuer and any of their or the Issuer’s respective Controlled Affiliates and (ii) if the Issuer has a parent company, such parent company and its Controlled Affiliates. As used in this definition,
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 

“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. 

  
 A-4 













 “Default” means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event of Default. 
 “Default Rate” means that
rate of interest that is the greater of (i) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2.00% over the rate of interest publicly announced by Bank of America, N.A. in
New York, New York as its “base” or “prime” rate. 
 “Disclosure Documents” is defined in
Section 5.3. 
 “EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor
SEC electronic filing system for such purposes. 
 “Environmental Laws” means any and all 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 but not limited to those related to Hazardous Materials. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect. 
 “ERISA Affiliate” means any trade or business (whether
or not incorporated) that is treated as a single employer together with the Issuer under section 414 of the Code. 
 “Event of
Default” is defined in Section 11. 
 “Excluded Tenants” means, as of any date, any tenant leasing more than
15,000 square feet of gross leaseable area at one of the Projects pursuant to a lease that has more than twelve (12) months remaining on its then applicable term, that, either (a) is subject to a voluntary or involuntary petition for
relief under any federal or state bankruptcy codes or insolvency law unless either (x) such lease is assumed in bankruptcy by or on behalf of such tenant or (y) all or a material portion of the gross leasable area that is the subject of
such lease, is then also the subject of a new or replacement lease with a tenant that intends to take occupancy of the applicable space when available or (b) is not operating its business in its demised premises at such Project unless such non-operating tenant is, or such non-operating tenant’s lease obligations are guaranteed by an entity whose then current long-term, unsecured debt obligations are rated BBB-or above by S&P and Baa3 or above by Moody’s. 
 “FATCA” means
(a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any current or future regulations
or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates
the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code. 

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

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

“First Mortgage Receivable” means any Indebtedness owing to a member of the Consolidated Group which is secured by a
first-priority mortgage, deed to secure debt or deed of trust on commercial real estate and which has been designated by the Issuer as a “First Mortgage Receivable” in its most recent compliance certificate delivered pursuant to
Section 7.2. 
 “Form 10-K” is defined in Section 7.1(b). 

“Form 10-Q” is defined in Section 7.1(a). 

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time
to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 7.1. 

“Governmental Authority” means 

(a) the government of 

(i) the United States of America or any state or other political subdivision thereof, or 

(ii) any other jurisdiction in which the Issuer or any Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Issuer or any Subsidiary, or 

  
 A-6 













 (b) any entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government. 
 “Governmental Official” means any governmental official or
employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official
of any public international organization or anyone else acting in an official capacity. 
 “Guarantee Obligation” means, as
to any Person (the “guaranteeing person”), any obligation (determined without duplication) of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the
creation of which the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase
any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or guarantees by the Issuer of liabilities under any interest rate lock agreement utilized to facilitate Secured Indebtedness of
another member of the Consolidated Group or an Investment Affiliate. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation
(or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, or if such liability is conditioned upon the taking of certain
actions or the occurrence of certain conditions beyond non-payment or non-performance by the primary obligor, such as liability under
non-recourse carveout guaranties, the amount of such Guarantee Obligation shall be such guaranteeing Person’s reasonably anticipated liability in respect thereof as determined by the Issuer in good faith
with respect to any such Guarantee Obligations of the Consolidated Group. 
 “Hazardous Materials” means any and all
pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances. 

  
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 “holder” means, with respect to any Note, the Person in whose name such
Note is registered in the register maintained by the Issuer pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this
Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register. 

“Immaterial Subsidiary” means the Subsidiaries listed on Schedule S-1 hereto. 

“Indebtedness” of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed
money including without limitation any repurchase obligation or liability of such Person with respect to securities, accounts or notes receivable sold by such Person, (b) all obligations of such Person for the deferred purchase price of
property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), in each case evidenced by a binding agreement (excluding premiums or discounts on debt
required to be recognized under GAAP), (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations of such Person in respect of
acceptances issued or created for the account of such Person, (f) all Guarantee Obligations of such Person (excluding in any calculation of consolidated Indebtedness of the Consolidated Group, Guarantee Obligations of any member of the
Consolidated Group in respect of primary obligations of any other member of the Consolidated Group), (g) all reimbursement obligations of such Person for letters of credit and other contingent liabilities, (h) any Net Mark-to-Market Exposure, (i) all liabilities secured by a Lien (other than Liens for taxes not yet due and payable) on any property owned by such Person even though such
Person has not assumed or otherwise become liable for the payment thereof and (j) all obligations of such Person in respect of any transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a
liability on the consolidated balance sheet of such Person. 
 “INHAM Exemption” is defined in Section 6.2(e). 

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or
more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note. 

“Interest Coverage Ratio” means, as of the last day of any fiscal quarter, the quotient (expressed as a percentage) of
(a) Adjusted EBITDA, divided by (b) Consolidated Interest Expense for the most recent four (4) fiscal quarters for which financial results of the Issuer have been reported. 

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

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

“Issuer” means Retail Properties of America, Inc., a Maryland corporation or any successor that becomes such as prescribed in
Section 10.2. 
 “Leverage Ratio” means Consolidated Outstanding Indebtedness divided by Total Asset Value, expressed
as a percentage. 
 “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized
Lease or other title retention agreement). 
 “Make-Whole Amount” is defined
in Section 8.6. 
 “Management Fees” means, with respect to each Project for any period, an amount equal to the
greater of (i) actual management fees payable with respect thereto and (ii) three percent (3%) per annum on the aggregate base rent and percentage rent due and payable under leases at such Project. 

“Marketable Securities” means Investments in Capital Stock or debt securities issued by any Person (other than an Investment
Affiliate) which are publicly traded on a national exchange, excluding Cash Equivalents. 
 “Material” means material in
relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Issuer and its Subsidiaries taken as a whole. 

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

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or properties of the
Issuer and its Subsidiaries taken as a whole, (b) the ability of the Issuer and the Subsidiary Guarantors, taken as a whole, to perform their obligations under this Agreement, the Subsidiary Guaranty and the Notes, or (c) the validity or
enforceability of this Agreement, the Subsidiary Guaranty or the Notes. A material adverse effect on the validity or enforceability of the Subsidiary Guaranty solely with respect to one or more Subsidiary Guarantors that do not, individually or
collectively, constitute Material Subsidiaries shall not be a Material Adverse Effect hereunder, except to the extent the same would result in a Material Adverse Effect pursuant to either clause (b) or (c) above. 

  
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 “Material Credit Facility” is defined in Section 9.7. 

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

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

“Most Favored Lender Notice” is defined in Section 9.10(c). 

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3)
of ERISA). 
 “NAIC” means the National Association of Insurance Commissioners or any successor thereto. 

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

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

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

“Non-Recourse Indebtedness” means, for any Person, any Indebtedness of such
Person for the repayment of which the Issuer does not have any personal liability (other than for Customary Recourse Exceptions) or, if such Person is the Issuer, in which 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 (other than for Customary Recourse Exceptions). For the avoidance of doubt, if any Indebtedness is partially guaranteed by
the Issuer, then the portion of such Indebtedness that is not so guaranteed shall still be Non-Recourse Indebtedness if it otherwise satisfies the requirements in this definition. 

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is
established or maintained outside the United States of America by the Issuer or any Subsidiary primarily for the benefit of employees of the Issuer or one or more Subsidiaries residing outside the United States of America, which plan, fund or other
similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code. 

“Notes” is defined in Section 1. 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A
list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx. 

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Issuer whose
responsibilities extend to the subject matter of such certificate. 
 “PBGC” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA or any successor thereto. 

  
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 “Permitted Liens” means: 

(i) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books, or which are on a Project whose contribution to Total
Asset Value is either less than the outstanding principal balance of Secured Indebtedness encumbering such Project or does not exceed such principal balance by more than five percent (5%); 

(ii) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens
arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on their
books; 
 (iii) Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old
age pensions, or other social security or retirement benefits, or similar legislation; 
 (iv) Easements, restrictions and
such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way adversely affect the marketability of the same or adversely
interfere with the use thereof in the business of the Issuer or its Subsidiaries; 
 (v) Liens other than Liens described in
subsections (i) through (iv) above arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a Default or Event of Default in any of Issuer’s covenants herein; and 

(vi) Liens permitted by Section 10.5. 

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated
organization, business entity or Governmental Authority. 
 “Plan” means an “employee benefit plan” (as defined
in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by
the Issuer or any ERISA Affiliate or with respect to which the Issuer or any ERISA Affiliate may have any liability. 
 “Primary
Credit Facility” means the Fifth Amended and Restated Credit Agreement dated as of April 23, 2018 among the Issuer and KeyBank National Association as administrative agent and the other lenders party thereto, including any renewals,
extensions, amendments, restatements, replacements or refinancing thereof (whether such renewal, extension, amendment, restatement, replacement or refinancing of such agreement is entered into substantially concurrently with the termination of the
existing agreement or at any time before or after if no new agreement is then substantially concurrently entered into). 

  
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 “Project” means any real estate asset located in the United States owned by
the Issuer or any of its Subsidiaries or any Investment Affiliate, and operated or intended to be operated primarily as a retail property, an office property, an industrial property or a mixed use property. For purposes of this Agreement, if only a
portion of such a real estate asset is then the subject of a material redevelopment, the Issuer may, subject to the reasonable approval of the Required Holders, elect to treat such portion as a Project separate and distinct from the remaining
portion of such real estate asset. 
 “property” or “properties” of a Person means, unless otherwise
specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate. 
 “PTE” is
defined in Section 6.2(a). 
 “Purchaser” or “Purchasers” means each of the purchasers that has
executed and delivered this Agreement to the Issuer and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the
registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this
Agreement upon such transfer. 
 “QPAM Exemption” is defined in Section 6.2(d). 

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of
such term as set forth in Rule 144A(a)(1) under the Securities Act. 
 “Qualifying Unencumbered Pool Property” means
any Project which, as of any date of determination, (a) is located in the United States; (b) is wholly owned by the Issuer or a Wholly-Owned Subsidiary in fee simple or leased, as lessee, by the
Issuer or a Wholly-Owned Subsidiaries under the terms of a Financeable Ground Lease; (c) is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects,
deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Project; and (d) is not, nor is any direct or indirect interest of the Issuer or any Subsidiary therein, subject
to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of the definition thereof or to any Negative Pledge (other than Negative Pledges permitted under clause (ii) of Section 6.25 of the Primary Credit
Facility). No asset shall be deemed to be unencumbered unless both such asset and all Capital Stock of the Subsidiary owning such asset is unencumbered. Nothing in this Agreement shall prohibit a Subsidiary from having other Unsecured Indebtedness
or unsecured Guarantee Obligations and the existence of such Unsecured Indebtedness or unsecured Guarantee Obligations shall not prevent any Project owned by such Subsidiary from qualifying as a Qualifying Unencumbered Pool Property 

  
 A-13 













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

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

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank
loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor. 

“Required Holders” means at any time (a) prior to the Closing, the Purchasers and (b) on or after the Closing, the
holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates). 

“Responsible Officer” means any Senior Financial Officer and any other officer of the Issuer, as the case may be, with
responsibility for the administration of the relevant portion of this Agreement. 
 “S&P” means Standard &
Poor’s Ratings Group and its successors. 
 “SEC” means the Securities and Exchange Commission of the United States,
or any successor thereto. 
 “Secured Indebtedness” means any Indebtedness of the Issuer or any other member of the
Consolidated Group which is secured by a Lien (other than Permitted Liens set forth in clauses (i) through (iv) of the definition thereof) on a Project, any ownership interests in any Person or any other assets which had, in the aggregate,
a value in excess of the amount of such Indebtedness at the time such Indebtedness was incurred. Notwithstanding the foregoing, Secured Indebtedness shall exclude Recourse Indebtedness that is secured solely by ownership interests in another Person
that owns a Project which is encumbered by a mortgage securing Indebtedness. 
 “Securities” or “Security”
shall have the meaning specified in section 2(1) of the Securities Act. 

  
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 “Securities Act” means the Securities Act of 1933, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect. 
 “Senior Financial Officer” means
the chief financial officer, principal accounting officer or treasurer of the Issuer. 
 “Single Tenant Project” means any
Project that is leased (or is being constructed to be leased) to a single tenant. 
 “Source” is defined in
Section 6.2. 
 “State Sanctions List” means a list that is adopted by any state Governmental Authority within the
United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws. 

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting
power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company,
joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a
“Subsidiary” shall mean a Subsidiary of the Issuer. 
 “Subsidiary Guarantor” means each Subsidiary that has
executed and delivered a Subsidiary Guaranty, unless released pursuant to the terms of Section 9.7. 
 “Subsidiary
Guaranty” is defined in Section 9.7(a). 
 “Substitute Purchaser” is defined in Section 21. 

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office. 

“Total Asset Value” means, as of any date, (i) (A) the Consolidated NOI attributable to Projects owned by the Issuer or
a member of the Consolidated Group (excluding 100% of the Consolidated NOI attributable to Projects not owned for at least four (4) full fiscal quarters as of the end of the fiscal quarter for which Consolidated NOI is calculated, and provided
that the contribution to Consolidated NOI on account of any Project shall not in any event be a negative number) divided by (B) the Capitalization Rate, plus (ii) 100% of the price paid for any such Projects first acquired by the Issuer or a
member of the Consolidated Group during such four (4) full fiscal quarter period, plus (iii) cash, Cash Equivalents and Marketable Securities owned by the Consolidated Group as of the end of such fiscal quarter, plus (iv) the
Consolidated Group Pro Rata Share of (A) Consolidated NOI attributable to Projects owned by Investment Affiliates (excluding Consolidated NOI attributable to Projects not owned for the entire four (4) full fiscal quarters on which
Consolidated NOI is calculated, and provided that the contribution to 

  
 A-15 













 
Consolidated NOI on account of any Project shall not in any event be a negative number) divided by (B) the Capitalization Rate, plus (v) the Consolidated Group Pro Rata Share of the
price paid for such Projects first acquired by an Investment Affiliate during such four (4) full fiscal quarters, plus (vi) Construction in Progress at book value, plus (vii) First Mortgage Receivables owned by the Consolidated Group
(at the lower of book value or market value), plus (viii) Unimproved Land at book value. To the extent the amount of Total Asset Value attributable to Unimproved Land, Investments in Investment Affiliates, Construction in Progress, First
Mortgage Receivables and Marketable Securities would exceed 25% of Total Asset Value, such excess shall be excluded from Total Asset Value; provided, however that to the extent the amount of Total Asset Value attributable to
(v) Unimproved Land exceeds 5% of the Total Asset Value, (w) Investment Affiliates exceeds 15% of the Total Asset Value, (x) Construction in Progress exceeds 10% of the Total Asset Value, (y) First Mortgage Receivables exceeds 5%
of the Total Asset Value or (z) Marketable Securities exceed 5% of Total Asset Value, such excess shall be excluded from Total Asset Value. 

“2014 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of May 16, 2014 between the Issuer
and the Purchaser (as defined therein), including any renewals, extensions, amendments, restatements, replacements or refinancings thereof (whether such renewal, extension, amendment, restatement, replacement or refinancing of such agreement is
entered into substantially concurrently with the termination of the existing agreement or at any time before or after if no new agreement is then substantially concurrently entered into). 

“2016 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of September 30, 2016 between the
Issuer and the Purchaser (as defined therein), including any renewals, extensions, amendments, restatements, replacements or refinancings thereof (whether such renewal, extension, amendment, restatement, replacement or refinancing of such agreement
is entered into substantially concurrently with the termination of the existing agreement or at any time before or after if no new agreement is then substantially concurrently entered into). 

“Unencumbered Leverage Ratio” means, as of any date, the then-current Unsecured Indebtedness of the Consolidated Group
(excluding in any calculation of Unsecured Indebtedness, Guarantee Obligations of any member of the Consolidated Group in respect of primary obligations of any other member of the Consolidated Group) divided by the then current Unencumbered Pool
Value. 
 “Unencumbered Pool” means as of any date, all then-current Unencumbered Pool Properties. 

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

  
 A-16 













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

 “Unimproved Land” means, as of any date, any land which (i) is not appropriately zoned for retail development,
(ii) does not have access to all necessary utilities or (iii) does not have access to publicly dedicated streets, unless such land has been designated in writing by the Issuer in a certificate delivered to the holders as land that is
reasonably expected to satisfy all such criteria within twelve (12) months after such date. For purposes of clarification, if any, such land shall be deemed to be included in Construction in Progress as of such date of designation and from and
after such date shall not be considered Unimproved Land. 
 “United States Person” has the meaning set forth in
Section 7701(a)(30) of the Code. 
 “Unsecured Indebtedness” means, with respect to any Person, all Indebtedness of
such Person for borrowed money that does not constitute Secured Indebtedness. 
 “Unsecured Interest Expense” means, for
any period, all Consolidated Interest Expense for such period attributable to Unsecured Indebtedness. 
 “USA PATRIOT Act”
means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in effect. 

  
 A-17 













 “U.S. Economic Sanctions Laws” means those laws, executive orders, enabling
legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International
Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program. 

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

  
 A-18 













 [FORM OF NOTE] 

RETAIL PROPERTIES OF AMERICA, INC. 

4.82% SENIOR NOTE DUE JUNE 28, 2029 

 

			
	No. [        ]	  	[Date]
	$[            ]	  	PPN 76131V B@1

 FOR VALUE RECEIVED, the undersigned, RETAIL
PROPERTIES OF AMERICA, INC. (herein called the “Issuer”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to
[                    ], or registered assigns, the principal sum of
[                            ] DOLLARS (or so much thereof as shall not have been prepaid) on
June 28, 2029 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
hereof at the rate of 4.82% per annum from the date hereof, payable semiannually, on the 28th day of June and December in each year, commencing with the June 28th or December 28th next succeeding the date hereof, and on the Maturity Date, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue
payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.82% or (ii) 2.00% over the rate of interest publicly announced by Bank of America, N.A. from time
to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be
made in lawful money of the United States of America at Bank of America, N.A. in New York, New York or at such other place as the Issuer shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below. 
 This Note is issued pursuant to the Note Purchase Agreement, dated as of April 5, 2019 (as from time to time
amended, the “Note Purchase Agreement”), between the Issuer and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have
(i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized
terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 
 SCHEDULE
1 
 (to Note Purchase Agreement) 












 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will
be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Issuer will not be affected by any notice to the contrary. 
 This Note is subject to optional prepayment,
in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an
Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the
effect provided in the Note Purchase Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the
Issuer and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would
permit the application of the laws of a jurisdiction other than such State. 
  

			
	RETAIL PROPERTIES OF AMERICA, INC. 
		
	By	 	  

		 	[Title]



  
 Schedule 1-2 













 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE ISSUER 

Matters To Be Covered in 

Opinion of Special Counsel to the Issuer 

1. Each of the Issuer and its Subsidiary Guarantors validly existing and having requisite corporate power and authority to issue and sell the
Notes and to execute and deliver the documents. 
 2. Due authorization and execution of the documents and such documents being legal, valid,
binding and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to
general principles of equity. 
 3. Execution, delivery and performance of documents not conflicting with charter documents, New York or
federal laws or certain other specified material agreements. 
 4. All New York and federal governmental consents required to issue and
sell the Notes and to execute and deliver the documents having been obtained. 
 5. Counsel is not representing the Issuer in any litigation
questioning validity of documents. 
 6. The Notes not requiring registration under the Securities Act of 1933, as amended; no need to
qualify an indenture under the Trust Indenture Act of 1939, as amended. 
 7. No violation of Regulations T, U or X of the Federal Reserve
Board. 
 8. Issuer not an “investment company”, or a company “controlled” by an “investment company”, under
the Investment Company Act of 1940, as amended. 
 SCHEDULE 4.4(a) 

(to Note Purchase Agreement) 












 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE PURCHASERS 

[To Be Provided on a Case by Case Basis] 

SCHEDULE 4.4(b) 

(to Note Purchase Agreement) 












 DISCLOSURE MATERIALS 

None. 
 SCHEDULE 5.3 

(to Note Purchase Agreement) 












 SUBSIDIARIES OF THE ISSUER
AND OWNERSHIP OF SUBSIDIARY STOCK 
 RETAIL
PROPERTIES OF AMERICA, INC. OWNERSHIP PERCENTAGE – 100% 
  

			
	ENTITY	  	FORMATION
	3503 RP Acworth Stilesboro, L.L.C.	  	Delaware
	3503 RP Ashburn Loudoun Apartments, L.L.C.	  	Delaware
	3503 RP Ashburn Loudoun Uptown, L.L.C.	  	Delaware
	3503 RP Avondale McDowell, L.L.C.	  	Delaware
	3503 RP Bethlehem Saucon Valley Beneficiary, L.L.C.	  	Delaware
	3503 RP Cedar Hill Pleasant Run GP, L.L.C.	  	Delaware
	3503 RP Cedar Hill Pleasant Run LP, L.L.C.	  	Delaware
	3503 RP Charleston North Rivers, L.L.C.	  	Delaware
	3503 RP Columbia Broad River, L.L.C.	  	Delaware
	3503 RP Coppell Town GP, L.L.C.	  	Delaware
	3503 RP Coppell Town LP, L.L.C.	  	Delaware
	3503 RP Coram Plaza, L.L.C.	  	Delaware
	3503 RP Covington Newton Crossroads, L.L.C.	  	Delaware
	3503 RP Cranberry Beneficiary, L.L.C.	  	Delaware
	3503 RP Crossville Main, L.L.C.	  	Delaware
	3503 RP Cumming Green’s Corner, L.L.C.	  	Delaware
	3503 RP Cuyahoga Falls, L.L.C.	  	Delaware
	3503 RP Dallas Paradise, L.L.C.	  	Delaware
	3503 RP Denton Crossing GP, L.L.C.	  	Delaware
	3503 RP Denton Crossing LP, L.L.C.	  	Delaware
	3503 RP Duncansville Holliday Beneficiary, L.L.C.	  	Delaware
	3503 RP Evans, L.L.C.	  	Delaware
	3503 RP Fresno Blackstone Avenue, L.L.C.	  	Delaware
	3503 RP Fullerton Metrocenter, L.L.C.	  	Delaware
	3503 RP Gurnee, L.L.C.	  	Delaware
	3503 RP Hickory-Catawba, L.L.C.	  	Delaware
	3503 RP High Ridge, L.L.C.	  	Delaware
	3503 RP Irmo Station, L.L.C.	  	Delaware
	3503 RP Lake Mary, L.L.C.	  	Delaware
	3503 RP Lawrenceville Simonton, L.L.C.	  	Delaware
	3503 RP Longmont Fox Creek, L.L.C.	  	Delaware
	3503 RP Marysville, L.L.C.	  	Delaware
	3503 RP Memphis Winchester, L.L.C.	  	Delaware
	3503 RP Miami 19th Street, L.L.C.	  	Delaware
	3503 RP Middletown Brown’s Lane, L.L.C.	  	Delaware
	3503 RP New Hyde Park Marcus, L.L.C.	  	Delaware
	3503 RP Ontario 4th Street, L.L.C.	  	Delaware
	3503 RP Panama City, L.L.C.	  	Delaware


  
 SCHEDULE
5.4 
 (to Note Purchase Agreement) 













 RETAIL PROPERTIES OF AMERICA,
INC. OWNERSHIP PERCENTAGE – 100% 
  

			
	ENTITY	  	FORMATION
	3503 RP Pawtucket Boulevard, L.L.C.	  	Delaware
	3503 RP Pawtucket Cottage, L.L.C.	  	Delaware
	3503 RP Phoenix, L.L.C.	  	Delaware
	3503 RP Placentia, L.L.C.	  	Delaware
	3503 RP Plano Acquisitions, L.L.C.	  	Delaware
	3503 RP Plano Investments, L.L.C.	  	Delaware
	3503 RP Renton North Benson, L.L.C.	  	Delaware
	3503 RP Spokane Northpointe, L.L.C.	  	Delaware
	3503 RP Stony Creek, L.L.C.	  	Delaware
	3503 RP Summerville Azalea Square, L.L.C.	  	Delaware
	3503 RP Temecula Commons, L.L.C.	  	Delaware
	3503 RP Waco Central GP, L.L.C.	  	Delaware
	3503 RP Waco Central LP, L.L.C.	  	Delaware
	3503 RP Wesley Chapel Northwoods, L.L.C.	  	Delaware
	3503 RP Wilmette Plaza Del Lago, L.L.C.	  	Delaware
	3503 RP Woodridge Seven Bridges, L.L.C.	  	Delaware
	Bel Air Square LLC	  	Maryland
	Capital Centre LLC	  	Maryland
	Centre at Laurel, LLC	  	Maryland
	Colesville One, LLC	  	Maryland
	Denville Union Hill, L.L.C.	  	Delaware
	Gateway Village LLC	  	Maryland
	Inland Southeast New Britain, L.L.C.	  	Delaware
	Inland Western Birmingham Edgemont, L.L.C.	  	Delaware
	Inland Western Chicago Ashland I, L.L.C.	  	Delaware
	Inland Western Chicago Ashland, L.L.C.	  	Delaware
	Inland Western Easton Forks Town DST	  	Delaware
	Inland Western Gainesville Village, L.L.C.	  	Delaware
	Inland Western Glendale Outlot D, L.L.C.	  	Delaware
	Inland Western Glendale Peoria II, L.L.C.	  	Delaware
	Inland Western Glendale, L.L.C.	  	Delaware
	Inland Western Greensburg Commons, L.L.C.	  	Delaware
	Inland Western Greer Wade Hampton, L.L.C.	  	Delaware
	Inland Western Kill Devil Hills Croatan, L.L.C.	  	Delaware
	Inland Western Lansing Eastwood (Tenant), L.L.C.	  	Delaware
	Inland Western Orange 440 Boston, L.L.C.	  	Delaware
	Inland Western Mt. Pleasant Park West, L.L.C.	  	Delaware
	Inland Western Phenix City, L.L.C.	  	Delaware
	Inland Western Pottstown GP, L.L.C.	  	Delaware
	Inland Western Pottstown LP DST	  	Delaware


  
 5.4-2 













 RETAIL PROPERTIES OF AMERICA,
INC. OWNERSHIP PERCENTAGE – 100% 
  

			
	ENTITY	  	FORMATION
	Inland Western Salt Lake City Gateway, L.L.C.	  	Delaware
	Inland Western Seattle Northgate North, L.L.C.	  	Delaware
	Inland Western Spartanburg SPE, L.L.C.	  	Delaware
	Inland Western Tuscaloosa University, L.L.C.	  	Delaware
	IWR Protective Corporation	  	Delaware
	MS Inland Fund, LLC	  	Delaware
	Reisterstown Plaza Associates, LLC	  	Maryland
	RPAI Acquisitions, Inc.	  	Illinois
	RPAI Altamonte Springs State Road, L.L.C.	  	Delaware
	RPAI Ashburn Loudoun, L.L.C.	  	Delaware
	RPAI Austin Mopac GP, L.L.C.	  	Delaware
	RPAI Austin Mopac LP, L.L.C.	  	Delaware
	RPAI Bangor Broadway, L.L.C.	  	Delaware
	RPAI Bangor Parkade, L.L.C.	  	Delaware
	RPAI Bradenton Beachway, L.L.C.	  	Delaware
	RPAI Brooklyn Park 93rd Avenue, L.L.C.	  	Delaware
	RPAI Butler Kinnelon, L.L.C.	  	Delaware
	RPAI Canton Paradise Outlot, L.L.C.	  	Delaware
	RPAI Canton Paradise, L.L.C.	  	Delaware
	RPAI Capital Centre II, L.L.C.	  	Delaware
	RPAI Cedar Park Town Center, L.L.C.	  	Delaware
	RPAI Chantilly Crossing, L.L.C.	  	Delaware
	RPAI Chicago Ashland Land, L.L.C.	  	Delaware
	RPAI Chicago Brickyard, L.L.C.	  	Delaware
	RPAI Clear Lake Clear Shores GP, L.L.C.	  	Delaware
	RPAI Clear Lake Clear Shores LP, L.L.C.	  	Delaware
	RPAI College Station Gateway GP, L.L.C.	  	Delaware
	RPAI College Station Gateway II GP, L.L.C.	  	Delaware
	RPAI College Station Gateway II LP, L.L.C.	  	Delaware
	RPAI College Station Gateway III, L.L.C.	  	Delaware
	RPAI College Station Gateway LP, L.L.C.	  	Delaware
	RPAI Continental Rave Houston, L.L.C.	  	Delaware
	RPAI Cypress Mill, L.L.C.	  	Delaware
	RPAI Darien SPE, L.L.C.	  	Delaware
	RPAI Euless GP, L.L.C.	  	Delaware
	RPAI Euless LP, L.L.C.	  	Delaware
	RPAI Falls Church Merrifield II, L.L.C.	  	Delaware
	RPAI Falls Church Merrifield, L.L.C.	  	Delaware
	RPAI Fordham Place Office, L.L.C.	  	Delaware
	RPAI Fordham Place Retail, L.L.C.	  	Delaware


  
 5.4-3 













 RETAIL PROPERTIES OF AMERICA,
INC. OWNERSHIP PERCENTAGE – 100% 
  

			
	ENTITY	  	FORMATION
	RPAI Fort Myers Page Field, L.L.C.	  	Delaware
	RPAI Frisco Parkway GP, L.L.C.	  	Delaware
	RPAI Frisco Parkway LP, L.L.C.	  	Delaware
	RPAI Gaithersburg Downtown Crown, L.L.C.	  	Delaware
	RPAI Galveston Galvez GP, L.L.C.	  	Delaware
	RPAI Galveston Galvez LP, L.L.C	  	Delaware
	RPAI Georgetown Rivery GP, L.L.C.	  	Delaware
	RPAI Georgetown Rivery LP, L.L.C.	  	Delaware
	RPAI Grapevine GP, L.L.C.	  	Delaware
	RPAI Grapevine LP, L.L.C.	  	Delaware
	RPAI Hagerstown, L.L.C.	  	Delaware
	RPAI Hartford New Park, L.L.C	  	Delaware
	RPAI Houston New Forest, L.L.C.	  	Delaware
	RPAI Houston Royal Oaks Village II GP, L.L.C.	  	Delaware
	RPAI Houston Royal Oaks Village II LP, L.L.C.	  	Delaware
	RPAI Houston Royal Oaks Village III, L.L.C.	  	Delaware
	RPAI Houston Sawyer Heights, L.L.C.	  	Delaware
	RPAI Humble Humblewood GP, L.L.C.	  	Delaware
	RPAI Humble Humblewood LP, LLC	  	Delaware
	RPAI I DST	  	Delaware
	RPAI II DST	  	Delaware
	RPAI Irving GP, L.L.C.	  	Delaware
	RPAI Irving LP, L.L.C.	  	Delaware
	RPAI Issaquah Heritage, L.L.C.	  	Delaware
	RPAI Jacksonville Southpoint, L.L.C.	  	Delaware
	RPAI Kingsport East Stone, L.L.C.	  	Delaware
	RPAI Lake Worth Towne Crossing GP, L.L.C.	  	Delaware
	RPAI Lake Worth Towne Crossing LP, L.L.C.	  	Delaware
	RPAI Lakewood II, L.L.C.	  	Delaware
	RPAI Lakewood, L.L.C.	  	Delaware
	RPAI Lansing Eastwood, L.L.C.	  	Delaware
	RPAI Las Vegas Montecito Outlot, L.L.C.	  	Delaware
	RPAI Las Vegas Montecito, L.L.C.	  	Delaware
	RPAI Lawton Lee Blvd., L.L.C.	  	Delaware
	RPAI Leesburg Fort Evans, L.L.C.	  	Delaware
	RPAI Lewisville Lakepointe GP, L.L.C.	  	Delaware
	RPAI Lewisville Lakepointe LP, L.L.C.	  	Delaware
	RPAI Mansfield GP, L.L.C.	  	Delaware
	RPAI Mansfield LP, L.L.C.	  	Delaware
	RPAI Maple Grove Wedgwood, L.L.C.	  	Delaware


  
 5.4-4 













 RETAIL PROPERTIES OF AMERICA,
INC. OWNERSHIP PERCENTAGE – 100% 
  

			
	ENTITY	  	FORMATION
	RPAI McDonough Henry Town, L.L.C.	  	Delaware
	RPAI McKinney Stonebridge GP, L.L.C.	  	Delaware
	RPAI McKinney Stonebridge LP, L.L.C.	  	Delaware
	RPAI Miami 19th Street II, L.L.C.	  	Delaware
	RPAI Middletown Fairgrounds Plaza, L.L.C.	  	Delaware
	RPAI Naperville Main North, L.L.C.	  	Delaware
	RPAI Naperville Main, L.L.C.	  	Delaware
	RPAI New Hartford Orchard, L.L.C.	  	Delaware
	RPAI New Port Richey Mitchell, L.L.C.	  	Delaware
	RPAI New York Portfolio, L.L.C.	  	Delaware
	RPAI Newcastle Coal Creek, L.L.C.	  	Delaware
	RPAI Newnan Crossing II, L.L.C.	  	Delaware
	RPAI Newnan Crossing, L.L.C.	  	Delaware
	RPAI Newport News Jefferson, L.L.C.	  	Delaware
	RPAI North Carolina Sales, Inc.	  	Illinois
	RPAI North Richland Hills Davis GP, L.L.C.	  	Delaware
	RPAI North Richland Hills Davis LP, L.L.C.	  	Delaware
	RPAI Northwest Management Corp.	  	Delaware
	RPAI Northwoods Natural Bridge, L.L.C.	  	Delaware
	RPAI Oak Brook Promenade I, L.L.C.	  	Delaware
	RPAI Orange 53 Boston, L.L.C.	  	Delaware
	RPAI Oswego Gerry Centennial, L.L.C.	  	Delaware
	RPAI Pelham Manor, L.L.C.	  	Delaware
	RPAI Pittsburgh William Penn Member II DST	  	Delaware
	RPAI Poughkeepsie Mid-Hudson, L.L.C.	  	Delaware
	RPAI Quakertown GP, L.L.C.	  	Delaware
	RPAI Quakertown LP DST	  	Delaware
	RPAI Redmond Avondale, L.L.C.	  	Delaware
	RPAI Richardson Eastside, L.L.C.	  	Delaware
	RPAI Round Rock Forest Commons GP, L.L.C.	  	Delaware
	RPAI Round Rock Forest Commons LP, L.L.C.	  	Delaware
	RPAI San Antonio GP, L.L.C.	  	Delaware
	RPAI San Antonio HQ GP, L.L.C.	  	Delaware
	RPAI San Antonio HQ LP, L.L.C.	  	Delaware
	RPAI San Antonio LP, L.L.C.	  	Delaware
	RPAI San Antonio Mission GP, L.L.C.	  	Delaware
	RPAI San Antonio Mission LP. L.L.C.	  	Delaware
	RPAI Santa Fe, L.L.C.	  	Delaware
	RPAI Saratoga Springs Wilton, L.L.C.	  	Delaware
	RPAI Schaumburg American Lane, L.L.C.	  	Delaware


  
 5.4-5 













 RETAIL PROPERTIES OF AMERICA,
INC. OWNERSHIP PERCENTAGE – 100% 
  

			
	ENTITY	  	FORMATION
	RPAI Seekonk Power Center, L.L.C.	  	Delaware
	RPAI Severn, L.L.C.	  	Delaware
	RPAI Southlake Corners Kimball, L.L.C.	  	Delaware
	RPAI Southlake GP, L.L.C.	  	Delaware
	RPAI Southlake LP, L.L.C.	  	Delaware
	RPAI Southwest Management Corp.	  	Delaware
	RPAI Stony Creek II, L.L.C.	  	Delaware
	RPAI Stroud Commons DST	  	Delaware
	RPAI Sugar Land Colony GP, L.L.C.	  	Delaware
	RPAI Sugar Land Colony LP, L.L.C.	  	Delaware
	RPAI Summerville Azalea Square III GP, L.L.C.	  	Delaware
	RPAI Summerville Azalea Square III LP, L.L.C.	  	Delaware
	RPAI Tacoma South I, L.L.C.	  	Delaware
	RPAI Tallahassee Governor’s One, L.L.C.	  	Delaware
	RPAI Tampa Walters, L.L.C.	  	Delaware
	RPAI Towson Square, L.L.C.	  	Delaware
	RPAI Vienna Tysons, L.L.C.	  	Delaware
	RPAI Watauga GP, L.L.C.	  	Delaware
	RPAI Watauga LP, L.L.C.	  	Delaware
	RPAI West Mifflin Century III Member II DST	  	Delaware
	RPAI Westbury Merchants Plaza, L.L.C.	  	Delaware
	RPAI Western Management Corp.	  	Delaware
	RPAI Williston Maple Tree, L.L.C.	  	Delaware
	RPAI Winter Springs Red Bug, L.L.C.	  	Delaware
	RPAI Woodinville Plaza, L.L.C.	  	Delaware
	RPAI Worcester Lincoln Plaza, L.L.C.	  	Delaware
	RRP Hecht, LLC	  	Maryland
	The Shops at Legacy (RPAI) Mezz, L.L.C.	  	Delaware
	Town Square Ventures III GP, L.L.C.	  	Delaware
	Town Square Ventures III LP, L.L.C.	  	Delaware
	Town Square Ventures IV GP, L.L.C.	  	Delaware
	Town Square Ventures IV LP, L.L.C.	  	Delaware
	Town Square Ventures V GP, L.L.C.	  	Delaware
	Town Square Ventures V LP, L.L.C.	  	Delaware
	Towson Circle LLC	  	Maryland
	Western Town Square Ventures GP, L.L.C.	  	Delaware
	Western Town Square Ventures I GP, L.L.C.	  	Delaware
	Western Town Square Ventures LP, L.L.C.	  	Delaware


  
 5.4-6 













 IWR PROTECTIVE CORPORATION OWNERSHIP PERCENTAGE – 100% 

 

			
	ENTITY	  	FORMATION
	Birch Property & Casualty, LLC	  	Vermont
	Dallas Metro Maintenance, L.L.C.	  	Delaware
	IWR Gateway Central Plant, L.L.C.	  	Delaware
	RPAI Towson Square Parking, L.L.C.	  	Delaware
	South Billings Center, LLC	  	Delaware

 RETAIL PROPERTIES OF AMERICA, INC. – 90% 

KETTLER ASHBURN LOUDOUN LLC – 10% 
  

			
	ENTITY	  	FORMATION
	3503 RPK Ashburn Loudoun, L.L.C.	  	Delaware


  
 5.4-7 













 FINANCIAL STATEMENTS 

 

	 	•	 	 2015 Annual Report 


  

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 SCHEDULE
5.5 
 (to Note Purchase Agreement) 













 TAXATION 

None. 
  

  
 SCHEDULE
5.9 
 (to Note Purchase Agreement) 













 EXISTING INDEBTEDNESS 

RETAIL PROPERTIES OF AMERICA, INC. 

INDEBTEDNESS AS OF FEBRUARY 28, 2019 

 

																									
	DEBT DESCRIPTION 	  	PROPERTY NAME	  	BORROWER 	  	 MATURITY

DATE
(SORT) 
	 	  	INTEREST
RATE 	 	 	PRINCIPAL
BALANCE AT
2/28/2019
(DOLLARS IN
000’S) 	 	 	 LENDER -

PRIMARY/
ORIGINATING
	 	  	SERVICER 	 
	 Sawyer Heights Village
	  	Sawyer Heights Village	  	Inland Western Houston Sawyer Heights Limited Partnership	  	 	01-Jul-2021	 	  	 	5.00	% 	 	 	(18,700	) 	 	 	JPMorgan Chase	 	  	 	Midland Loan Services	 
	 Ashland and Roosevelt Phase II (Bank of America Pad)
	  	Ashland and Roosevelt (Bank Pad)	  	Inland Western Chicago Ashland I, L.L.C.	  	 	25-Feb-2022	 	  	 	7.48	% 	 	 	(612	) 	 	 
	Deseret Trust
Company	 
 	  	 
	Grandbridge Real
Estate Capital	 
 
	 Gardiner Manor Mall
	  	Gardiner Manor Mall	  	Inland Western Bay Shore Gardiner, L.L.C.	  	 	01-Mar-2022	 	  	 	4.95	% 	 	 	(33,366	) 	 	 
	Northwestern
Mutual	 
 	  	 	Northwestern Mutual	 
	 Peoria Crossings
	  	Peoria Crossings	  	Inland Western Glendale, L.L.C.; Inland Western Glendale Peoria II, L.L.C.; and Inland Western Glendale Outlot D, L.L.C.	  	 	01-Apr-2022	 	  	 	4.82	% 	 	 	(24,131	) 	 	 	JPMorgan Chase	 	  	 	Wells Fargo CMS	 
	 Southlake Corners
	  	Southlake Corners	  	Inland Western Southlake Corners Kimball Limited Partnership	  	 	01-Apr-2022	 	  	 	4.89	% 	 	 	(20,945	) 	 	 	JPMorgan Chase	 	  	 	Wells Fargo CMS	 
	 Tollgate Marketplace
	  	Tollgate Marketplace	  	Inland Bel Air SPE, L.L.C.	  	 	01-Apr-2022	 	  	 	4.84	% 	 	 	(35,000	) 	 	 	Keybank	 	  	 
	Berkadia Commercial
Mortgage	 
 
	 Gateway Village
	  	Gateway Village	  	Gateway Village LLC	  	 	01-Jan-2023	 	  	 	4.14	% 	 	 	(33,370	) 	 	 	PNC	 	  	 	Midland Loan Services	 
	 Northgate North
	  	Northgate North	  	Inland Western Seattle Northgate North, L.L.C.	  	 	01-Jun-2027	 	  	 	4.50	% 	 	 	(25,248	) 	 	 	ING	 	  	 	HFF, L.P.	 
	 The Shoppes at Union Hill
	  	The Shoppes at Union Hill	  	Denville Union Hill, L.L.C.	  	 	01-Jun-2031	 	  	 	3.75	% 	 	 	(13,577	) 	 	 



	Voya
Retirement
Insurance and
Annuity
Company	 
 
 
 
 	  	 
	Bellwether Real Estate
Capital	 
 
		  		  		  				  				 	  
	  
	 	 				  			
		  	Total Unsecured Debt - Consolidated Portfolio	  
	  				 	 	(204,949	) 	 				  			
		  		  		  				  				 	  
	  
	 	 				  			


  
 SCHEDULE
5.15 
 (to Note Purchase Agreement) 














																							
	DEBT DESCRIPTION 	  	PROPERTY NAME
	  	BORROWER 	  	MATURITY
DATE
(SORT) 	 	  	INTEREST
RATE 	 	 	PRINCIPAL
BALANCE AT
2/28/2019
(DOLLARS IN
000’S) 	 	 	 LENDER -

PRIMARY/
ORIGINATING
	  	SERVICER 	 
	 Unsecured Debt
	  

	 Term Loan due 20211 
	  		  	Retail Properties of America, Inc.	  	 	5-Jan-2021	 	  	 	3.20	% 	 	 	(250,000	) 	 	Keybank/Wells Fargo	  	 
	Keybank
(Agent)	 
 
	 Revolving Line of Credit ($850 mm)2

	  		  	Retail Properties of America, Inc.	  	 	22-Apr-2022	 	  	 	3.54	% 	 	 	(311,000	) 	 	Keybank/Wells Fargo	  	 
	Keybank
(Agent)	 
 
	 Term Loan due 2023 3 
	  		  	Retail Properties of America, Inc.	  	 	22-Nov-2023	 	  	 	4.05	% 	 	 	(200,000	) 	 	Capital One, NA/ TD Bank, NA/ PNC Bank, NA/ Regions Bank/ Branch Banking & Trust	  	 

	Capital
One
(Agent)	 
 
 
	 Senior Notes – 4.12% due 2021
	  		  	Retail Properties of America, Inc.	  	 	30-Jun-2021	 	  	 	4.12	% 	 	 	(100,000	) 	 		  			
	 Senior Notes – 4.58% due 2024
	  		  	Retail Properties of America, Inc.	  	 	30-Jun-2024	 	  	 	4.58	% 	 	 	(150,000	) 	 		  			
	 Senior Notes – 4.00% due 2025
	  		  	Retail Properties of America, Inc.	  	 	15-Mar-2025	 	  	 	4.00	% 	 	 	(250,000	) 	 		  			
	 Senior Notes – 4.08% due 2026
	  		  	Retail Properties of America, Inc.	  	 	30-Sep-2026	 	  	 	4.08	% 	 	 	(100,000	) 	 		  			
	 Senior Notes – 4.24% due 2028
	  		  	Retail Properties of America, Inc.	  	 	28-Dec-2028	 	  	 	4.24	% 	 	 	(100,000	) 	 		  			
		  		  		  				  				 	  
	  
	 	 		  			
		  	 Total Unsecured Debt - Consolidated Portfolio
	  
	 	 	(1,461,000	) 	 		  			
		  		  		  				  				 	  
	  
	 	 		  			
		  	 Total Debt – Consolidated Portfolio
	  
	 	 	(1,665,949	) 	 		  			
		  		  				  				 	  
	  
	 	 		  			

  

	1	 The term loan is priced on a leverage grid at a rate of LIBOR plus 1.20%. Retail Properties of America, Inc.
entered into three interest rate swap agreements to convert the variable rate portion of the $250 mm LIBOR-based debt to a fixed rate through January 5, 2021. The swaps effectively convert one-month
floating rate LIBOR to a fixed rate of 2.00375% over the term of the swaps.2 The revolver is priced on leverage grid at a rate of LIBOR plus 1.05%. 


  

	3	 The term loan is priced on a leverage grid at a rate of LIBOR plus 1.20%. Retail Properties of America, Inc.
entered into two interest rate swap agreements to convert the variable rate LIBOR-based debt to a fixed rate through November 23, 2023. The swaps effectively convert one-month floating rate LIBOR to a
fixed rate of 2.852% on $100 mm and 2.8475% on the remaining $100 mm over the term of the swaps. 



  
 5.15-2 













 SCHEDULE B 

RETAIL PROPERTIES OF AMERICA, INC. 

2021 SPRING ROAD, SUITE 200 

OAK BROOK, IL 60523 

INFORMATION RELATING TO PURCHASERS 

 

			
	 NAME AND ADDRESS
OF PURCHASER
	  	
PRINCIPAL AMOUNT
OF NOTES TO 
BE PURCHASED

	 GENWORTH LIFE INSURANCE
COMPANY
	  	$5,000,000
	 c/o Genworth Financial, Inc.
	  	$5,000,000
	 3001 Summer Street, 4th Floor
	  	$5,000,000
	 Stamford, CT 06905
	  	
	 Attn: Private Placements
	  	

 Notes to be registered in nominee name: HARE & CO., LLC 

[See Attached] 

  
 SCHEDULE B

 (to Note Purchase Agreement) 













 



 
 PRIVATE PLACEMENT INSTRUCTIONS 

Name of Purchaser:              Genworth Life Insurance Company 

Tax ID Number:                   91-6027719 

Register In Nominee Name: HARE & CO., LLC 

Notices: 
 All notices and communications including
original note agreement, conformed copy of the note agreement, amendment requests, financial statements and other general information to be addressed as follows: 

Genworth Financial, Inc. 

Account:                 Genworth Life Insurance Company 

3001 Summer Street, 4thFloor 

Stamford, CT 06905 
 Attn: Private
Placements 
 Telephone No: (203)708-3300 

Fax No: (203)708-3308 
 If available, an
electronic copy is additionally requested. Please send to the following e-mail address’: 
 GNWInvestmentsOperations@genworth.com;
ppservicing@BNYmellon.com 
 All corporate actions, including payments and prepayments, should be sent to the above address with copies to: 

Genworth Financial, Inc. 

Account:                 Genworth Life Insurance Company 

3001 Summer Street 
 Stamford, CT
06905 
 Attn: Trade Operations 

Telephone No: (203)708-3300 
 Fax
No: (203)708-3308 
 If available, an electronic copy is additionally requested. Please send to the following e-mail address: 

GNWInvestmentsOperations@genworth.com; ppservicing@BNYmellon.com 

Notices with respect to payments and written confirmation of each such payment, including interest payments, redemptions, premiums, make wholes, and fees
should also be addressed as above with additional copies addressed to the following: 
 The Bank Of New York 

Income Collection Department 
 P.O. Box 392002 

Pittsburgh, PA 15251 

			
	Attn:	 	Income Collection Department
	Ref:	 	GLIC / LILTCNEW / 364781 / CUSIP/PPN & Security Description

 P&I Contact: Jason Miller - (412) 234-1680 

Payments: 
 All payments on or in respect of the
Notes to be by bank wire transfer of Federal or other immediately available funds to: 
 Bank of New York 

			
	ABA #:	  	021000018
	Account #:	  	GLA111566
	Acct Name:	  	Income Collection Dept
	Attn:	  	Income Collection Department
	Reference:	  	GLIC / LILTCNEW
	Account #:	  	 364781
 CUSIP/PPN & Security Description,
and Identify Principal & Interest Amounts




			
	And By Email:	  	treasppbkoffice@genworth.com; ppservicing@BNYmellon.com
	Fax:	  	(804) 662-7777

 Physical Delivery of the Notes: 

The Bank of New York 570 Washington Blvd 

BNY Mellon /Branch Deposit Dept 5th FLR 

Jersey City, NJ 07310 
 Ref: GLIC
/ LILTCNEW 364781 
 DTC Securities: 

DTC #:                     901 

Agent ID #:             26500 

Institutional ID:       26662 

Account Name:       GLIC / LILTCNEW 

Account#:               364781 

Euroclear: 
 Euroclear #:
          78009 

  
 B-2 














			
	 NAME AND ADDRESS
OF PURCHASER
	  	
PRINCIPAL AMOUNT
OF NOTES TO BE 
PURCHASED

	 THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
	  	$7,000,000
	 7 Hanover Square
	  	
	 New York, NY 10004-2616
	  	

 Note to be registered in the name of: 

The Guardian Life Insurance Company of America 
 TAX ID NO. 13-5123390 
 And delivered to: 

JP Morgan Chase Bank, N.A. 
 4 Chase Metrotech Center – 3rd Floor 
 Brooklyn, NY 11245-0001 

Reference A/C #G05978, Guardian Life PRIF-W 

Payment by wire to: 
 JP Morgan Chase 

FED ABA #021000021 
 Chase/NYC/CTR/BNF 

A/C 900-9-000200 

Reference A/C #G05978, Guardian Life PRIF-W, CUSIP # 76131V B@1, Retail Properties of America, Inc. 

Address for all communications and notices: 
 The Guardian Life
Insurance Company of America 
 7 Hanover Square 
 New York, NY
10004-2616 
 Attn: Amy Carroll 
 Investment Department 9-A 
 FAX #: (212) 919-2658 

Email address: amy_carroll@glic.com 

  
 B-3 














			
	 NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 THE GUARDIAN INSURANCE & ANNUITY COMPANY,
INC.
 c/o The Guardian Life Insurance Company of America

7 Hanover Square
 New York, NY 10004-2616
	  	$1,000,000

 Note to be registered in the name of: 

The Guardian Insurance & Annuity Company, Inc. 
 TAX ID
NO. 13-2656036 
 And delivered to: 

JP Morgan Chase Bank, N.A. 
 4 Chase Metrotech Center – 3rd Floor 
 Brooklyn, NY 11245-0001 

Reference A/C # G01713, GIAC Fixed Payout 
 Payment by wire to:

 JP Morgan Chase 
 FED ABA #021000021 

Chase/NYC/CTR/BNF 
 A/C 900-9-000200 
 Reference A/C # G01713, GIAC Fixed Payout, CUSIP # 76131V B@1, Retail Properties of America, Inc.

 Address for all communications and notices: 
 The Guardian
Insurance & Annuity Company, Inc. 
 c/o The Guardian Life Insurance Company of America 

7 Hanover Square 
 New York, NY 10004-2616 

Attn: Amy Carroll 
 Investment Department 9-A 
 FAX #: (212) 919-2658 

Email address: amy_carroll@glic.com 

  
 B-4 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 BERKSHIRE LIFE INSURANCE COMPANY OF
AMERICA
 c/o The Guardian Life Insurance Company of America

7 Hanover Square
 New York, NY 10004-2616
	  	$1,000,000

 Note to be registered in the name of: 

Berkshire Life Insurance Company of America 
 TAX ID NO. 75-1277524 
 And delivered to: 

JP Morgan Chase Bank, N.A. 
 4 Chase Metrotech Center – 3rd Floor 
 Brooklyn, NY 11245-0001 

Reference A/C #G07064, Berkshire Life Insurance 
 Payment by
wire to: 
 JP Morgan Chase 
 FED ABA #021000021 

Chase/NYC/CTR/BNF 
 A/C 900-9-000200 
 Reference A/C #G07064, Berkshire Life, CUSIP # 76131V B@1, Retail Properties of America, Inc. 

Address for all communications and notices: 
 Berkshire Life
Insurance Company of America 
 c/o The Guardian Life Insurance Company of America 

7 Hanover Square 
 New York, NY 10004-2616 

Attn: Amy Carroll 
 Investment Department 9-A 
 FAX #: (212) 919-2658 

Email address: amy_carroll@glic.com 

  
 B-5 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 CONTINENTAL CASUALTY COMPANY

151 N. Franklin Street
 Chicago, IL 60606
	  	$13,000,000

  

					
	(1)	  	Legal Name of Purchaser:
		
		  	CONTINENTAL CASUALTY COMPANY
		
	(2)	  	 All payments by wire transfer of immediately available funds to:

 

		  	Bank Name:	  	JPMorgan Chase Bank, N.A.
		  	Bank Address:	  	1 Chase Manhattan Plaza
		  		  	New York, NY 10005
		  	ABA #:	  	021000021
		  	Account Name:	  	Continental Casualty Company
		  	Account Number:	  	G07400
		  	Reference:	  	Retail Properties of America
		
	(3)	  	All notices of fundings, payments and written confirmations of wire transfers:
		
		  	Continental Casualty Company
		  	151 N. Franklin Street, 10th Floor
		  	Attention: Private Placements – Anthony Pelafas
		  	Chicago, IL 60606
		
		  	E-mail addresses for Electronic Delivery:
		
		  	PrivatePlacements@cna.com
		  	investmentoperations@cna.com
		  	treasurycashoperations@cna.com
		  	cauferio@loews.com


  
 B-6 














	(4)	 All other communications: 



Method of Communication for below persons: E-mail only; fax if electronic copy not available 

Continental Casualty Company 
 151
N. Franklin Street 
 Chicago, IL 60606 

Attn: Anthony Pelafas, 10th Floor 

Email:    anthony.pelafas@cna.com 

Phone:   (312) 822-2479 

Fax:       (312) 894-3742 

Group e-mail address: PrivatePlacements@cna.com 

With a copy to:    cauferio@loews.com 

With a copy to: 
 Loews Corporation 

667 Madison Avenue 
 New York, NY
10065 
 Attn: Matthew Meyer, 7th Floor 

E-mail: mmeyer@loews.com 

Phone: (212) 521-2454 

Loews Corporation 
 667 Madison
Avenue 
 New York, NY 10065 

Attn: Diana Jin, 7th Floor 
 E-mail: djin@loews.com 
 Phone: (212) 521-2325 

Loews Corporation 
 667 Madison
Avenue 
 New York, NY 10065 

Attn: Lygia Campbell, 7th Floor 
 E-mail: lygiacampbell@loews.com 
 Phone: (212) 521-2889

  

	(5)	 U.S. Tax Identification Number: 36-2114545 



 

	(6)	 Address for delivery of original note: 



Continental Casualty Company 
 151
N. Franklin Street, 10th Floor 
 Attention: Lynne Gugenheim 

Chicago, IL 60606 

  
 B-7 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 MODERN WOODMEN OF AMERICA

Attn: Investment Department
 1701 First Avenue

Rock Island, IL 61201
	  	$9,000,000

  

	(1)	 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to: 


 The Northern Trust Company 

50 South LaSalle Street 

Chicago, IL 60675 
 SWIFT
CNORUS44 
 ABA No. 071-000-152 

Account Name: Modern Woodmen of America 

Account No. 84352 
 Each
such wire transfer shall set forth the name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Notes, a reference to PPN No. 76131V B@1 and the due date and application (as among principal,
premium and interest) of the payment being made. 
  

	(2)	 Address for all notices relating to payments: 



Modern Woodmen of America 

Attn: Investment Accounting Department 

1701 First Avenue 
 Rock Island,
IL 61201 
 Fax: (309) 793-5688 

 

	(3)	 Address for all other communications and notices: 



Modern Woodmen of America 

Attn: Investment Department 

1701 First Avenue 
 Rock Island,
IL 61201 
 PrivatePlacementGroup@modern-woodmen.org 

Fax: (309) 793-5574 

  
 B-8 














	(4)	 Tax Identification Number: 



36-1493430 
  

	(5)	 DTTP Number: (Double Taxation Treaty Passport—U.K.) 



13/A/30024/DTTP 
 (Passport
valid until June 22, 2020) 
  

	(6)	 Address for physical delivery of note(s): 



Modern Woodmen of America 

Attn: Investment Department 

1701 First Avenue 
 Rock Island,
IL 61201 

  
 B-9 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 PENN MUTUAL LIFE INSURANCE COMPANY

600 Dresher Rd
 Horsham, PA 19044
	  	$2,000,000

 NOTES ARE TO BE REGISTERED IN THE NAME OF: HARE and CO 

All payments on account of the Notes to be made by 12:00 noon (New York City time) by wire transfer of immediately available funds to: 

Hare& Co 
 The Bank of New York
Mellon 
 ABA 021-000-018 

Account /Beneficiary GLA111566 

REF: Account 6585768400 
 REF: The
Penn Mutual Life Insurance Co 
 REF: CUSIP # 76131V B@1 – Retail Properties of America, Inc. 

With sufficient information (including interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the
source and application of such funds. 
 All checks, statements and correspondence relating to the payment should be sent to the address below. 

All Notices to: 
 Hare & Co 

The Bank of New York Mellon 
 Attn: P&I Department 

PO Box 392002 
 Pittsburgh, PA 15251-9002 

With a copy of any notices related to scheduled payments, prepayments, rate reset notices to: 

PENN MUTUAL LIFE INSURANCE COMPANY 
 600 Dresher Rd 

Suite 100 
 Horsham, PA 19044 

  
 B-10 













 Tax Identification No.: 23-0952300 

UK Double Tax Treaty Passport Number – 13/P/63580/DTTP 

Upon closing, deliver the Notes to: 
  

			
	  

DTCC/Newport Office Center

570 Washington Blvd

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department
  

Reference account 658576

(Please attach wire instructions)
  
	 	

 Upon closing, deliver one (1) electronic set of closing documents, along with one (1) conformed copy of same to:

 Greg Zappin or Jim Faunce 

Penn Mutual Life Insurance 
 600
Dresher Rd, Horsham, PA 19044 
 215-956-8222 

Zappin.Greg@pennmutual.com; Faunce.james@pennmutualam.com 

Operation Contact: (Please include on all emails) 

Tracy Vasger 

Vasger.tracy@pennmutualam.com 

215-956-8674 

  
 B-11 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	
PRINCIPAL AMOUNT
OF NOTES TO BE 
PURCHASED

	 THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
 c/o Prudential Capital Group
 Two
Prudential Plaza
 180 N. Stetson Ave., Suite 5600
 Chicago, IL
60601
	  	$10,000,000

  

			
	(1)	  	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
		
		  	 JPMorgan Chase Bank, NA1

New York, NY
 ABA No.: 021000021

		  	 Account Name: PRIVEST
 Account No.: P86189
(please do not include spaces)

		
		  	Each such wire transfer shall set forth the name of the Company, a reference to “4.82% Senior Notes due 28 June 2029, Security No. INV12021, PPN 76131V B@1” and the due date and application (as among principal,
interest and Make-Whole Amount) of the payment being made.
		
	(2)	  	Address for all communications and notices:
		
		  	The Prudential Insurance Company of America
		  	c/o Prudential Capital Group
		  	Two Prudential Plaza 
180 N. Stetson Ave., Suite 5600 
Chicago, IL 60601
		
		  	Attention: Managing Director, Corporate Finance
		  	cc: Vice President and Corporate Counsel
		
		  	and for all notices relating solely to scheduled principal and interest payments to:

  
  

	1	 If Borrower’s account is with JPMorgan Chase, use the following wiring instructions:



 JPMorgan Chase Bank, NA 

New York, NY 
 ABA No.: 021000021

 Account No.: 900-9000-168 

Account Name: North American Insurance 

FFC: P86189 PRIVEST 

  
 B-12 














					
		
		  	 The Prudential Insurance Company of America 
c/o PGIM, Inc. 
Prudential Tower 
655 Broad Street 
14th Floor - South
Tower 
Newark, NJ 07102
  
 Attention: PIM Private Accounting Processing Team

Email: Pim.Private.Accounting.Processing.Team@prudential.com

		
	(3)	  	Address for Delivery of Notes:
			
		  	(a)	  	Send physical security by nationwide overnight delivery service to:
			
		  		  	PGIM, Inc. 
655 Broad Street 
14th Floor - South Tower 
Newark, NJ 07102 
Attention: Trade Management Manager
			
		  	(b)	  	Send copy by email to:
			
		  		  	Thais Alexander 
thais.alexander@prudential.com 
(212) 626-2067
			
		  		  	and
			
		  		  	Private.Disbursements@Prudential.com
		
	(4)	  	Tax Identification No.: 22-1211670


  
 B-13 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL AMOUNT
OF
NOTES TO BE PURCHASED

	 PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
COMPANY
 c/o Prudential Capital Group

Two Prudential Plaza
 180 N. Stetson Ave., Suite 5600

Chicago, IL 60601
	  	$2,800,000

  

			
	(1)	  	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
		
		  	 JPMorgan Chase Bank, NA2

New York, NY
 ABA No.: 021000021

		  	 Account Name: PRIAC - SA - Principal Preservation - Privates

Account No.: P86345 (please do not include spaces)

		
		  	Each such wire transfer shall set forth the name of the Company, a reference to “4.82% Senior Notes due 28 June 2029, Security No. INV12021, PPN 76131V B@1” and the due date and application (as among principal,
interest and Make-Whole Amount) of the payment being made.
		
	(2)	  	Address for all communications and notices:
		
		  	Prudential Retirement Insurance and Annuity Company
		  	c/o Prudential Capital Group
		  	Two Prudential Plaza 
180 N. Stetson Ave., Suite 5600 
Chicago, IL 60601
		
		  	Attention: Managing Director, Corporate Finance
		  	cc: Vice President and Corporate Counsel

  
  

	2	 If Borrower’s account is with JPMorgan Chase, use the following wiring instructions:



 JPMorgan Chase Bank, NA 

New York, NY 
 ABA No.: 021000021

 Account No.: 900-9000-168 

Account Name: North American Insurance 

FFC: P86345 PRIAC - SA - Principal Preservation – Privates 

  
 B-14 














					
		  	and for all notices relating solely to scheduled principal and interest payments to:
		
		  	 Prudential Retirement Insurance and Annuity Company 
c/o PGIM, Inc. 
Prudential Tower 
655 Broad Street 
14th Floor -
South Tower 
Newark, NJ 07102
  
 Attention: PIM Private Accounting Processing Team

Email: Pim.Private.Accounting.Processing.Team@prudential.com
  

	(3)	  	Address for Delivery of Notes:
		  	  
 (a)
	  	  
 Send physical security by nationwide overnight delivery service
to:

			
		  		  	 PGIM, Inc. 
655 Broad Street 
14th Floor - South Tower 
Newark, NJ 07102

 
 Attention: Trade Management Manager

			
		  	(b)	  	Send copy by email to:
			
		  		  	Thais Alexander 
thais.alexander@prudential.com 
(212) 626-2067
			
		  		  	and
			
		  		  	Private.Disbursements@Prudential.com
		
	(4)	  	Tax Identification No.: 06-1050034


  
 B-15 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL AMOUNT
OF
NOTES TO BE PURCHASED

	 THE GIBRALTAR LIFE INSURANCE CO., LTD.

c/o Prudential Private Placement Investors, L.P.
 c/o Prudential
Capital Group
 Two Prudential Plaza
 180 N. Stetson Ave., Suite
5600
 Chicago, IL 60601
	  	$8,200,000

  

			
	(1)	  	All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
		
		  	 JPMorgan Chase Bank, NA3

New York, NY
 ABA No.: 021000021

		  	 Account Name: Gibraltar Private A1
 Account No.:
P86246 (please do not include spaces)

		
		  	Each such wire transfer shall set forth the name of the Company, a reference to “4.82% Senior Notes due 28 June 2029, Security No. INV12021, PPN 76131V B@1” and the due date and application (as among principal,
interest Make-Whole Amount) of the payment being made.
		
	(2)	  	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
		
		  	JPMorgan Chase Bank, NA
		  	New York, NY
		  	ABA No.: 021000021
		  	Account No.: 304199036
		  	Account Name: Prudential International Insurance Service Co.

  
  

	3	 If Borrower’s account is with JPMorgan Chase, use the following wiring instructions:



 JPMorgan Chase Bank, NA 

New York, NY 
 ABA No.: 021000021

 Account No.: 900-9000-168 

Account Name: North American Insurance 

FFC: P86246 Gibraltar Private A1 

  
 B-16 














					
		  	Each such wire transfer shall set forth the name of the Company, a reference to “4.82% Senior Notes due 28 June 2029, Security No. INV12021, PPN 76131V B@1” and the due date and application (e.g.,
type of fee) of the payment being made.
		
	(3)	  	Address for all communications and notices:
		
		  	Prudential Private Placement Investors, L.P.
		  	c/o Prudential Capital Group
		  	Two Prudential Plaza 
180 N. Stetson Ave., Suite 5600 
Chicago, IL 60601
		
		  	Attention: Managing Director, Corporate Finance
		  	cc: Vice President and Corporate Counsel
		
		  	and for all notices relating solely to scheduled principal and interest payments to:
		
		  	 The Gibraltar Life Insurance Co., Ltd.

2-13-10, Nagata-cho Chiyoda-ku, 
Tokyo
100-8953, Japan 
Attention: Osamu Egi, Team Leader of Investment Administration Team
  

and e-mail copy to:

Mail.GIB-SecOpsGA@gib-life.co.jp

		
	(4)	  	Address for Delivery of Notes:
			
		  	(a)	  	Send physical security by nationwide overnight delivery service to:
		  		  	  
 PGIM, Inc. 
655 Broad Street 
14th Floor - South Tower

Newark, NJ 07102
  
 Attention: Trade Management Manager

			
		  	(b)	  	Send copy by email to:
			
		  		  	Thais Alexander 
thais.alexander@prudential.com 
(212) 626-2067
			
		  		  	and
			
		  		  	 Private.Disbursements@Prudential.com
  

	(5)	  	Tax Identification No.: 98-0408643


  
 B-17 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	
PRINCIPAL AMOUNT
        OF NOTES 
TO BE PURCHASED        

	 BLUE CROSS AND BLUE SHIELD OF
MINNESOTA
 c/o Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group
 Two Prudential Plaza

180 N. Stetson Ave., Suite 5600
 Chicago, IL 60601
	  	$1,000,000

 Notes/Certificates to be registered in the name of:  

CUDD & CO. 
  

	(1)	 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available
funds for credit to: 


 JPMorgan Chase Bank, NA 

New York, NY 
 ABA No.: 021000021

 Account Name: Bond Interest Wire Account 

Account No.: 9009002859 
 For
further credit to Account Number: G14027 BCBS of Minnesota 
 Each such wire transfer shall set forth the name of the Company, a reference to
“4.82% Senior Notes due 28 June 2029, PPN 76131V B@1” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. 

 

	(2)	 Address for all communications and notices: 



Prudential Private Placement Investors, L.P. 

c/o Prudential Capital Group 
 Two
Prudential Plaza 180 N. Stetson Ave., Suite 5600 
 Chicago, IL 60601 

Attention: Managing Director, Corporate Finance 

cc: Vice President and Corporate Counsel 

and for all notices relating solely to scheduled principal and interest payments to: 

  
 B-18 













 Blue Cross and Blue Shield of Minnesota 

1303 Corporate Center Drive 

Eagan, MN 55121-1204 
 Attention:
John E.Q. Orner, VP, Treasury & CIO 
 Telephone: (651) 662-8381 

Facsimile:    (651) 662-8381 

 

	(3)	 Address for Delivery of Notes: 



 

	 	(a)	 Send physical security by nationwide overnight delivery service to: 



JPMorgan Chase Bank, N.A. 
 4
Metrotech Center, 3rd Floor 
 Brooklyn, NY 11245-0001 

Please include in the cover letter accompanying the Notes a reference to the Purchasers account number (Blue Cross & Blue Shield of
Minnesota; Account Number: G14027). 
  

	 	(b)	 Send copy by email to: 



Thais Alexander 

thais.alexander@prudential.com 

(212) 626-2067 

and 

Private.Disbursements@Prudential.com 
  

	(4)	 Tax Identification No.: 41-0984460 



  
 B-19 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 ALLIANCE UNITED INSURANCE COMPANY

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$2,860,000

 The Notes being purchased for Alliance United Insurance Company should be registered in the nominee name of
“Hare & Co., LLC”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is returned
for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Alliance United Insurance Company 

c/o Securian Asset Management, Inc. 

400 Robert Street North 
 St.
Paul, MN 55101 
 Attn: Client Administrator 

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by
Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecuiranAMPrivatesMailbox@securianam.com 

Tax ID # 77-0475915 

  
 B-20 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 CATHOLIC UNITED FINANCIAL

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$950,000

 The Notes being purchased for Catholic United Financial should be registered in the name of “Wells Fargo Bank N.A. FBO
Catholic United Financial”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Catholic United Financial 
 c/o
Securian Asset Management, Inc. 
 400 Robert Street North 

St. Paul, MN 55101 
 Attn:
Client Administrator 
 All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be
delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID # 41-0182070 

  
 B-21 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	
PRINCIPAL AMOUNT
OF NOTES TO BE 
PURCHASED

	 DELTA DENTAL OF MINNESOTA

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$240,000

 The Notes being purchased for Delta Dental of Minnesota should be registered in the name of
“Band & Co FBO Delta Dental of Minnesota”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Delta Dental of Minnesota 
 c/o
Securian Asset Management, Inc. 
 400 Robert Street North 

St. Paul, MN 55101 
 Attn:
Client Administrator 
 All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be
delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID # 41-0952670 

  
 B-22 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 MINNESOTA LIFE INSURANCE COMPANY

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$7,000,000

 The Notes being purchased on behalf of Minnesota Life Insurance Company should be registered in the nominee name of
“Hare & Co., LLC”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Minnesota Life Insurance Company 

c/o Securian Asset Management, Inc. 

400 Robert Street North 
 St.
Paul, Minnesota 55101 
 All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be
delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID # 41-0417830 

  
 B-23 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 MINNESOTA LIFE INSURANCE COMPANY

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$3,000,000

 The Notes being purchased on behalf of Minnesota Life Insurance Company should be registered in the name of
“Hare & Co., LLC”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Minnesota Life Insurance Company 

c/o Securian Asset Management, Inc. 

400 Robert Street North 
 St.
Paul, Minnesota 55101 
 All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be
delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID #41-0417830 

  
 B-24 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	
PRINCIPAL AMOUNT
OF NOTES TO BE 
PURCHASED

	 MINNESOTA LIFE INSURANCE COMPANY

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$1,000,000

 The Notes being purchased on behalf of Minnesota Life Insurance Company should be registered in the name of
“Hare & Co., LLC”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Minnesota Life Insurance Company 

c/o Securian Asset Management, Inc. 

400 Robert Street North 
 St.
Paul, Minnesota 55101 
 All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be
delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID # 41-0417830 

  
 B-25 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 SECURIAN LIFE INSURANCE COMPANY

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$2,000,000

 The Notes being purchased on behalf of Securian Life Insurance Company should be registered in the nominee name of
“Hare & Co., LLC”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

Securian Life Insurance Company 

c/o Securian Asset Management, Inc. 

400 Robert Street North 
 St.
Paul, Minnesota 55101 
 All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be
delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID # 41-1412669 

  
 B-26 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 UNITEDHEALTHCARE INSURANCE COMPANY

c/o Securian Asset Management, Inc.
 400 Robert Street North

St. Paul, MN USA 55101
	  	$950,000

 The Notes being purchased for UnitedHealthcare Insurance Company should be registered in the nominee name of
“ELL & Co.”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP. 

All notices and statements should be sent electronically via Email to: privateplacements@securianam.com. If Email is unavailable or if the Email is
returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address: 

UnitedHealthcare Insurance Company (AARP) 

c/o Securian Asset Management 

400 Robert Street North 
 St.
Paul, MN 55101 
 Attn: Client Administrator 

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by
Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact SecurianAMPrivatesMailbox@securianam.com. 

Tax ID # 36-2739571 

  
 B-27 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 SOUTHERN FARM BUREAU LIFE INSURANCE
COMPANY
 1401 Livingston Lane
 Jackson, MS
39205
	  	$2,000,000

  

			
	Tax ID No.:	  	64-0283583
		
	Nominee:	  	 Ell & Co
 c/o Northern Trust
Company
 PO Box 92395
 Chicago, IL 60675

Tax ID#: 36-6412623

		
	Name in which Note is to be drafted:	  	Ell & Co, F/B/O Southern Farm Bureau Life Insurance Company
		
	Payment Information:	  	All payments should be made by wire transfer of immediately available funds to:
	  	  
 The Northern Trust Company

Chicago, IL 60607
 ABA No.: 071 000 152

SWIFT/BIC: CNORUS44
 Acct. Name: Trust Services

Acct. No.: 518 604 1000

Reference:  Attn: Income Collection, Acct# 44-72417; SFBLIC –
FIXED INCOME; Retail Properties of America, Inc.; PPN 76131V B@1; Note Number R-22, **
  

	  	**with sufficient information to identify the source and application of such funds, including the interest amount, principal amount, premium amount, etc.
		
	Address for notices related to scheduled payments:	  	 The Northern Trust Company
 Attn: Income
Collections/Oscell Owens
 801 S Canal St
 Chicago, IL 60607

OOS@ntrs.com; ICPHYS@ntrs.com
  

With a copy to:

    LParker@sfbli.com



					
	Address for audit confirmation requests:	  	 By electronic delivery to:

    OOS@ntrs.com; ICPHYS@ntrs.com



  
 B-28 














					
		
	Address for all other communications, including waivers, amendments, consents and financial information:	  	 By electronic delivery to:

    Attn: Securities Management

    PrivatePlacements@sfbli.com

		
	Address for physical delivery of Notes:	  	 The Northern Trust Company
 Attn:
Trade Securities Processing
 801 S Canal St C2-N

Chicago, IL 60607
  

With an electronic copy of the transmittal to:

    PrivatePlacements@sfbli.com

			
	Contact Persons:	  	 David Divine

Senior Portfolio Manager        

(601) 981-5332 x1010
	  	 Zach Farmer
 Portfolio Manager

(601) 981-5332 x1486



  
 B-29 














			
	 
NAME AND ADDRESS
OF PURCHASER
	  	 PRINCIPAL
AMOUNT
OF NOTES TO BE PURCHASED

	 STATE OF WISCONSIN INVESTMENT BOARD

121 East Wilson Street
 Madison, Wisconsin 53703
	  	$10,000,000

  

	(1)	 All payments are to be made on or before 11:00 a.m. local time on each payment date in immediately available
funds to: 


 THE BANK OF NEW YORK MELLON 

ABA # 021000018 
 Account Number:
GLA111566 
 Acct Name: The Bank of New York P&I Dept 

FFC: State of Wisconsin Investment Boat / 1794468400 

Ref: Retail Properties of America, Inc. / CUSIP# 76131V B@1 

With notice of payment, including a message as to the source (identifying the security by name and CUSIP number) and application of funds, copy
of notice of payment to: 
 Ms. Mai Thor 

Accounting Specialist 
 State of
Wisconsin Investment Board 
 121 East Wilson Street 

P. O. Box 7842 
 Madison,
Wisconsin 53707-7842 
 Phone: (608) 267-3742 

Fax: (608) 266-2436 
  

	(2)	 Address for notices other than confirmation of payment is: 



Postal Address 
 State of
Wisconsin Investment Board 
 121 East Wilson Street 

P. O. Box 7842 
 Madison,
Wisconsin 53707-7842 
 Attention: Portfolio Manager, Private Markets Group – Wisconsin Private Debt Portfolio 

Street Address 
 State of
Wisconsin Investment Board 
 121 East Wilson Street 

  
 B-30 













 Madison, Wisconsin 53703 

Attention: Portfolio Manager, Private Markets Group – Wisconsin Private Debt Portfolio 

With an electronic copy to: 

Jim.vandermeer@swib.state.wi.us 

Chris.prestigiacomo@swib.state.wi.us 
  

	(3)	 Address for Delivery of Note: 



Ms. Mai Thor 
 Accounting
Specialist 
 State of Wisconsin Investment Board 

121 East Wilson Street 
 Madison,
Wisconsin 53707-7842 
  

	(4)	 Name of Nominee in Which Notes are to be Registered: None 



 

	(5)	 US Tax Identification Number: 39-6006423 



  
 B-31 













 IMMATERIAL SUBSIDIARIES 

None. 
  

  
 SCHEDULE
S-1 
 (to Note Purchase Agreement)