EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
 RETAIL
PROPERTIES OF AMERICA, INC. 
 $250,000,000 

$100,000,000 4.12% Senior Notes, Series A, due June 30, 2021 

$150,000,000 4.58% Senior Notes, Series B, due June 30, 2024 

 
  

NOTE PURCHASE AGREEMENT 

 
  

Dated as of May 16, 2014 
  

 
  







 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 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 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	  	7
	 Section 5.13.
	 	Private Offering by the Issuer	  	8
	 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	  	9
	 Section 5.17.
	 	Status under Certain Statutes	  	11
	 Section 5.18.
	 	Environmental Matters	  	11
	 Section 5.19.
	 	REIT Status	  	12


  
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	 Section 5.20.
	 	Senior Debt Status	  	 	12	  
			
	SECTION 6.	 	REPRESENTATIONS OF THE PURCHASERS	  	 	12	  
			
	 Section 6.1.
	 	Purchase for Investment	  	 	12	  
	 Section 6.2.
	 	Source of Funds	  	 	12	  
			
	SECTION 7.	 	INFORMATION AS TO ISSUER	  	 	14	  
			
	 Section 7.1.
	 	Financial and Business Information	  	 	14	  
	 Section 7.2.
	 	Officer’s Certificate	  	 	17	  
	 Section 7.3.
	 	Visitation	  	 	17	  
	 Section 7.4.
	 	Electronic Delivery	  	 	18	  
			
	SECTION 8.	 	PAYMENT AND PREPAYMENT OF THE NOTES	  	 	19	  
			
	 Section 8.1.
	 	Maturity	  	 	19	  
	 Section 8.2.
	 	Optional Prepayments with Make-Whole Amount	  	 	19	  
	 Section 8.3.
	 	Allocation of Partial Prepayments	  	 	19	  
	 Section 8.4.
	 	Maturity; Surrender, Etc	  	 	19	  
	 Section 8.5.
	 	Purchase of Notes	  	 	20	  
	 Section 8.6.
	 	Make-Whole Amount	  	 	20	  
	 Section 8.7.
	 	Payments Due on Non-Business Days	  	 	21	  
	 Section 8.8.
	 	Change in Control	  	 	22	  
			
	SECTION 9.	 	AFFIRMATIVE COVENANTS	  	 	22	  
			
	 Section 9.1.
	 	Compliance with Law	  	 	23	  
	 Section 9.2.
	 	Insurance	  	 	23	  
	 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	  	 	24	  
	 Section 9.7
	 	Subsidiary Guarantors	  	 	24	  
	 Section 9.8
	 	Priority of Obligations	  	 	25	  
	 Section 9.9.
	 	Maintenance of Status	  	 	25	  
			
	SECTION 10.	 	NEGATIVE COVENANTS	  	 	26	  
			
	 Section 10.1.
	 	Transactions with Affiliates	  	 	26	  
	 Section 10.2.
	 	Merger, Consolidation, Etc	  	 	26	  
	 Section 10.3.
	 	Line of Business	  	 	27	  
	 Section 10.4.
	 	Terrorism Sanctions Regulations	  	 	27	  
	 Section 10.5.
	 	Liens	  	 	27	  
	 Section 10.6.
	 	Financial Covenants	  	 	27	  
			
	SECTION 11.	 	EVENTS OF DEFAULT	  	 	29	  


  
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	SECTION 12.	 	REMEDIES ON DEFAULT, ETC	  	 	32	  
			
	 Section 12.1.
	 	Acceleration	  	 	32	  
	 Section 12.2.
	 	Other Remedies	  	 	32	  
	 Section 12.3.
	 	Rescission	  	 	32	  
	 Section 12.4.
	 	No Waivers or Election of Remedies, Expenses, Etc	  	 	33	  
			
	SECTION 13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	  	 	33	  
			
	 Section 13.1.
	 	Registration of Notes	  	 	33	  
	 Section 13.2.
	 	Transfer and Exchange of Notes	  	 	33	  
	 Section 13.3.
	 	Replacement of Notes	  	 	34	  
			
	SECTION 14.	 	PAYMENTS ON NOTES	  	 	34	  
			
	 Section 14.1.
	 	Place of Payment	  	 	34	  
	 Section 14.2.
	 	Home Office Payment	  	 	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	  	 	36	  
			
	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	  	 	38	  
			
	SECTION 19.	 	REPRODUCTION OF DOCUMENTS	  	 	38	  
			
	SECTION 20.	 	CONFIDENTIAL INFORMATION	  	 	38	  
			
	SECTION 21.	 	SUBSTITUTION OF PURCHASER	  	 	40	  
			
	SECTION 22.	 	MISCELLANEOUS	  	 	40	  
			
	 Section 22.1.
	 	Successors and Assigns	  	 	40	  
	 Section 22.2.
	 	Accounting Terms	  	 	40	  
	 Section 22.3.
	 	Severability	  	 	40	  
	 Section 22.4.
	 	Construction, Etc	  	 	40	  


  
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	 Section 22.5.
	 	Counterparts	  	 	41	  
	 Section 22.6.
	 	Governing Law	  	 	41	  
	 Section 22.7.
	 	Jurisdiction and Process; Waiver of Jury Trial	  	 	41	  
			
	 Signature
	 		  	 	42	  


  
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	SCHEDULE A —	  	DEFINED TERMS
		
	SCHEDULE 1(a) —	  	FORM OF 4.12% SENIOR NOTE ,SERIES A, DUE JUNE 30, 2021
		
	SCHEDULE 1(b) —	  	FORM OF 4.58% SENIOR NOTE, SERIES B, DUE JUNE 30, 2024
		
	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 C —	  	FORM OF SUBSIDIARY GUARANTY
		
	SCHEDULE S-1 —	  	IMMATERIAL SUBSIDIARIES


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

OAK BROOK, IL 60523 

4.12% SENIOR NOTES, SERIES A, DUE JUNE 30, 2021 

4.58% SENIOR NOTES, SERIES B, DUE JUNE 30, 2024 

May 16, 2014 
 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 (i) $100,000,000 aggregate principal amount
of its 4.12% Senior Notes, Series A, due June 30, 2021 (the “Series A Notes”) and (ii) $150,000,000 aggregate principal amount of its 4.58% Senior Notes, Series B, due June 30, 2024 (the “Series B
Notes”). The Series A Notes and the Series B Notes are collectively referred to herein as 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 Series A Notes and the Series B Notes shall be substantially in the form set out in Schedule 1(a) and Schedule 1(b), respectively. 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 and series 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 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 (the “Closing”) on June 30, 2014 or on such other Business Day thereafter on or prior to July 8, 2014 as may be agreed upon by the
Issuer and the Purchasers. At the Closing the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note of such series (or such greater number of Notes of such series 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 5800427196 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 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 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 assuming that Sections 9 and 10 are
applicable from the date of this Agreement. 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 of Control shall have occurred. Neither the Issuer nor any Subsidiary shall have entered into any transaction since the date of the Memorandum 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 each series of 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 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, Merrill Lynch, Pierce, Fenner and Smith Incorporated and Wells Fargo Securities, LLC, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated April, 2014 (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 April 23, 2014
in connection with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being 

  
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	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 
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, 2013, 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 after May 31, 2014 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 Closing and (b) any such additions or deletions are in all respects reasonably
satisfactory to the Purchasers as a condition to the Closing. 
 (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. 
 (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. 

  
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	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 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. 

(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. 

  
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	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 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, 2007. 

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. 
 (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


  
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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. 
 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
the Purchasers and not more than 60 other Institutional Investors, 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. 

  
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 Section 5.14. Use of Proceeds; Margin Regulations. The Issuer
will apply the proceeds of the sale of the Notes hereunder as set forth in the Memorandum. 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 April 30, 2014 (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. 

(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 is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets
Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf
of, 

  
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directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or
(iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers
Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program,
or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person
and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). Neither the Issuer nor any Controlled Entity has been notified that its name
appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions. 

(b) No part of the proceeds from the sale of the Notes hereunder 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, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of
U.S. Economic Sanctions. 
 (c) Neither the Issuer nor any Controlled Entity (i) has been found in violation of, charged
with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA
PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) to the Issuer’s actual knowledge after making
due inquiry, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or
any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. 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 current and future Anti-Money Laundering Laws and U.S. Economic Sanctions. 

(d) (1) Neither the Issuer nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other
anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively,
“Anti-Corruption Laws”), (ii) to the Issuer’s actual knowledge after making due inquiry, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has
been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or is the target of sanctions imposed by the United Nations or the European Union; 

  
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 (2) To the Issuer’s actual knowledge after making due inquiry, neither
the Issuer nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial
counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do
any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such
government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation of any applicable law or regulation or which would cause any holder to be in violation of any law or
regulation applicable to such holder; and 
 (3) No part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for 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. 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 current and future 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. 

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. 

  
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 (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, 2013, 2012 and 2011, 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. 
 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 

  
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 (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) 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 

  
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 (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, 

(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); 

  
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 (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); 
 (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; 

  
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 (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; 
 (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. 

  
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 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 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; and 
 (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. 

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 

  
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 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, 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 are delivered to each Purchaser or holder of a Note by e-mail; 

(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 its home page on the
internet, 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 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 its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free
access; 
 provided however, 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 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. 

  
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 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 with Make-Whole Amount. (a) The Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any series of Notes, in an amount not less than 5% of the aggregate
principal amount of such series of Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount (provided
that no Make-Whole Amount shall be due if any series of Notes is prepaid during the last sixty (60) days of the term of such series of Notes). 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 pursuant to Section 17. Each such notice shall specify such
date (which shall be a Business Day), the aggregate principal amount of such series of Notes to be prepaid on such date, the principal amount of each series 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. 
 (b)
Notwithstanding anything contained in this Section 8.2 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of
Section 8.2(a) shall be allocated among all of the Notes of all series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. 

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of a series of Notes
pursuant to Section 8.2, the principal amount of the Notes of such series to be prepaid shall be allocated among all of the Notes of such series 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 

  
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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 of any series except (a) upon the payment or prepayment of the Notes of any series 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 of any series 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. For the purposes of
determining the Make-Whole Amount, the following terms have the following meanings: 
 “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, .50% over the yield to maturity
implied by the 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 

  
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yields 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, .50% over 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. 

“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 composed 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 8.4 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 

  
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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. 

(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: 

  
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 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. 
 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 

  
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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, or (y) is or becomes liable for any 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), 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 Primary Credit Facility 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 the Primary 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); 

  
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 (iii) to the extent required under the Primary 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 the Primary 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 all Indebtedness under the Primary Credit Facility, (ii) such Subsidiary does not have any liability under
any other 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 the Primary 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. 
 Although it will not
be a Default or an Event of Default 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, if such a failure occurs, then a Purchaser may elect not to purchase the Notes on
the date of Closing that is specified in Section 3. 

  
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 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 and pursuant to the reasonable requirements of the Issuer’s or 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. 

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. 

  
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 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 as described in the Memorandum. 

Section 10.4. Terrorism Sanctions Regulations. The Issuer will not and will not permit any Controlled Entity
(a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or
indirectly to 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 to be in violation of 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, or (c) to engage, nor
shall any Affiliate of either engage, in any activity that could subject such Person or any Purchaser or holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic
Sanctions. 
 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 the Primary 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. (i) 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%); 
 (b) Maximum
Secured Leverage Ratio. Secured Indebtedness to be more than forty-five percent (45%) of Total Asset Value provided, that if at any time the equivalent leverage test under (i) the Primary Credit Facility or (ii) any other
public bond Indebtedness (including, without limitation, any 144A bond issuances) which public bond Indebtedness (including, without limitation, any 144A bond issuances) equals or exceeds $150,000,000 in aggregate principal amount, contains a
similar secured indebtedness test that is less than 45% (whether as a result of a change in the percentage or any related definition), such lower percentage (though in no event less than 40%) shall be used in determining compliance with this
Agreement so long as such lower percentage is in effect and such lower percentage shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth in this Agreement, provided, however, that such
lower percentage shall not be increased at any time during which a Default or Event of Default is continuing; 

  
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 (c) Maximum Unencumbered Leverage Ratio. The
Unencumbered Leverage Ratio to exceed sixty-six and two-thirds percent (66.6%); provided, that if at any time the equivalent leverage test under the Primary Credit Facility contains a lower percentage (whether as a result of a change in the
percentage or any related definition) that may not be exceeded, such lower percentage shall be used in determining compliance with this Agreement so long as such lower percentage is in effect and such lower percentage shall be deemed incorporated by
reference into this Agreement, mutatis mutandis, as if fully set forth in this Agreement; 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. 

(ii) Only for so long as such covenants are also included in the Primary Credit Facility, the Issuer, on a consolidated basis
with its Subsidiaries, shall not, directly or indirectly, permit: 
 (a) Unencumbered Interest Coverage
Ratio. The Unencumbered Interest Coverage Ratio to be less than 1.75 to 1:00; 
 (b) Consolidated Net
Worth. Consolidated Net Worth to be less than $2,535,841,266, plus seventy-five percent (75%) of the equity contributions or sales of treasury stock received by the Issuer after the date hereof; and 

(c) Limitations on Certain Investments. The Issuer or any Subsidiary to, make an Investment in or
otherwise own the following items if the aggregate value of such Investments and other items under each of the following clauses (1) through (5) would at any time exceed the individual percentage of Total Asset Value limits stated in such
clause and the aggregate value of all such Investments and items under all such clauses on a combined basis would at any time exceed twenty-five percent (25%) of Total Asset Value: 

(1) Unimproved Land and any other land not included in Unimproved Land or Construction in Progress — five
percent (5%) of Total Asset Value; 
 (2) Investments in Investment Affiliates (valued at the greater of
the cash investment in that entity by the Issuer or the portion of Total Asset Value attributable to such entity or its assets as the case may be) — fifteen percent (15%) of Total Asset Value; 

(3) Construction in Progress — ten percent (10%) of Total Asset Value; 

(4) First Mortgage Receivables — five percent (5%) of Total Asset Value; and 

(5) Marketable Securities — five percent (5%) of Total Asset Value. 

  
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 Notwithstanding the foregoing, provided that no Default or Event of
Default has occurred and is then continuing, if any of the sections in the Primary Credit Facility that are the equivalent of Sections 10.6(ii)(a), (b) or (c) are subsequently amended or modified, including, for the avoidance of doubt, any
definitions referenced directly or indirectly in any such section, in the Primary Credit Facility, such amendment or modification shall automatically and without any further action by any party to this Agreement be deemed incorporated by reference
into this Agreement, mutatis mutandi, as if set forth fully in this Agreement solely for purposes of this Section 10.6(ii), effective beginning on the date on which such amendment or modification is effective in the Primary Credit
Facility. 
 Although it will not be a Default or an Event of Default 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, if such a failure occurs, 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 
 (c) the Issuer defaults in the performance of or compliance with any term
contained in Section 7.1(d) or Section 10.6; 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 

  
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 (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 

(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 

  
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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) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all 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 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. 

  
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 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. 

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 not less 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 

  
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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 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 of the same series (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 

  
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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 of the same
series, 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. 
 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


  
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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 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 for each
series of Notes. 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. 

  
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 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. 

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 each Purchaser and the holder of each 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 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. 

  
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 (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. 

(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 the Issuer, any Subsidiary or any Affiliate of the Issuer 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. 

  
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 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 Angela Aman, or at such other address as the Issuer shall have specified to the holder of each Note in writing. 

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 each 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 

  
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	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 
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 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.


  
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	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 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. 
 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. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the
Company 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. 

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 

  
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	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 
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. 
 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 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. 

(c) 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. 
 (d) 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. 

*    *    *    *    * 

  
 -41- 










			
	 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/ Angela M. Aman

		 	Name: Angela M. Aman
		 	Title: Executive Vice President, Chief
		 	Financial Officer and Treasurer



  
 -42- 










			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM

		
	 By:
	 	 Prima Capital Advisors LLC, as authorized agent

		
	 By
	 	 /s/ Nilesh Patel

		 	 Name: Nilesh Patel

		 	 Title: Managing Director

	
	 CITY AND COUNTY OF SAN FRANCISCO
EMPLOYEES’ RETIREMENT SYSTEM

		
	 By:
	 	 Prima Capital Advisors LLC, as authorized agent

		
	 By
	 	 /s/ Nilesh Patel

		 	 Name: Nilesh Patel

		 	 Title: Managing Director

	
	PRIMA MORTGAGE INVESTMENT TRUST, LLC
		
	 By:
	 	 Prima Capital Advisors LLC, as authorized agent

		
	 By
	 	 /s/ Nilesh Patel

		 	 Name: Nilesh Patel

		 	 Title: Managing Director












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 This Agreement is hereby 

accepted and agreed to as 
 of the date hereof. 

 

			
	USAA LIFE INSURANCE COMPANY
		
	 By
	 	 /s/ James F. Jackson Jr.

		 	 Name: James F. Jackson Jr.

		 	 Title: Executive Director

	
	USAA LIFE INSURANCE COMPANY OF NEW YORK
		
	 By
	 	 /s/ James F. Jackson Jr.

		 	 Name: James F. Jackson Jr.

		 	 Title: Executive Director

	
	UNITED SERVICES AUTOMOBILE ASSOCIATION
		
	 By
	 	 /s/ Donna J. Baggerly

		 	 Name: Donna J. Baggerly

		 	 Title: Vice President

	
	USAA CASUALTY INSURANCE COMPANY
		
	 By
	 	 /s/ Donna J. Baggerly

		 	 Name: Donna J. Baggerly

		 	 Title: Vice President












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  

 This Agreement is hereby 

accepted and agreed to as 
 of the
date hereof. 
  

					
	NEW YORK LIFE INSURANCE COMPANY
		
	 By
	 	 /s/ Aron Davidowitz

		 	 Name: Aron Davidowitz

		 	 Title: Corporate Vice President

	
	 NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION

		
	 By:
	 	 NYL Investors LLC, Its Investment Manager

			
		 	 By
	 	 /s/ Aron Davidowitz

		 		 	 Name: Aron Davidowitz

		 		 	 Title: Director

	
	 NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)

		
	 By:
	 	 NYL Investors LLC, Its Investment Manager

			
		 	 By
	 	 /s/ Aron Davidowitz

		 		 	 Name: Aron Davidowitz

		 		 	 Title: Director

	
	 NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)

		
	 By:
	 	 NYL Investors LLC, Its Investment Manager

			
		 	 By
	 	 /s/ Aron Davidowitz

		 		 	 Name: Aron Davidowitz

		 		 	 Title: Director












			
	 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 OF
NEW YORK

		
	 By
	 	 /s/ Michael Shepherd

		 	 Name: Michael Shepherd

		 	 Title: Investment Officer

	
	 GENWORTH LIFE AND ANNUITY INSURANCE
COMPANY

		
	 By
	 	 /s/ Michael Shepherd

		 	 Name: Michael Shepherd

		 	 Title: Investment Officer












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	KNIGHTS OF COLUMBUS
		
	 By
	 	 /s/ Charles E. Maurer, Jr.

		 	 Name: Charles E. Maurer, Jr.

		 	 Its: Supreme Secretary












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	JACKSON NATIONAL LIFE INSURANCE COMPANY
		
	 By:
	 	 PPM America, Inc., as attorney-in-fact, on

		 	 behalf of Jackson National Life Insurance

		 	 Company

		
	 By
	 	 /s/ Elena Unger

		 	 Name: Elena Unger

		 	 Title: Assistant Vice President












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	FARM BUREAU LIFE INSURANCE COMPANY OF
	    MICHIGAN
	COLORADO BANKERS LIFE INSURANCE
	    COMPANY
	CATHOLIC UNITED FINANCIAL
	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	DEARBORN NATIONAL LIFE INSURANCE
	    COMPANY
	CINCINNATI LIFE INSURANCE COMPANY
	CATHOLIC LIFE INSURANCE
	MINNESOTA LIFE INSURANCE COMPANY
		
	 By:
	 	 Advantus Capital Management, Inc.

		
	 By:
	 	 /s/ Lowell Bolken

	 Name:
	 	 Lowell Bolken

	 Title:
	 	 Vice President












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	 ACCC INSURANCE COMPANY

	 AMERICAN HOME LIFE INSURANCE COMPANY

	 ATLANTIC COAST LIFE INSURANCE COMPANY

	 BCBS BLUE BONNET LIFE INSURANCE COMPANY

	 BLUE CROSS BLUE SHIELD OF MISSISSIPPI, A

	    MUTUAL INSURANCE COMPANY
	 BLUE CROSS BLUE SHIELD OF WYOMING

	 BUILDERS MUTUAL INSURANCE COMPANY

	 CENTRAL STATES HEALTH & LIFE COMPANY
OF

	    OMAHA
	 DEGREE OF HONOR PROTECTIVE ASSOCIATION

	 GLEANER LIFE INSURANCE SOCIETY

	 GUARANTEE TRUST LIFE INSURANCE COMPANY

	 LIFECARE ASSURANCE COMPANY

	 NATIONAL TEACHERS ASSOCIATES LIFE

	    INSURANCE COMPANY
	 NGM INSURANCE COMPANY

	 PENNSYLVANIA PROFESSIONAL LIABILITY JOINT

	    UNDERWRITING ASSOCIATION
	 PROTECTIVE LIFE AND ANNUITY INSURANCE

	    COMPANY
	 PROTECTIVE LIFE INSURANCE COMPANY

	 STATE NATIONAL INSURANCE COMPANY

		
	 By:
	 	 Asset Allocation & Management Company, L.L.C.

		 	 its authorized Attorney-in-Fact

		
	 By
	 	 /s/ Hugh R. McCaffrey

	 Name:
	 	 Hugh R. McCaffrey

	 Title:
	 	 Vice President












			
	 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/ Brian Keating

		 	 Name: Brian Keating

		 	 Title: Managing Director

	
	THE GUARDIAN INSURANCE & ANNUITY
	    COMPANY, INC.
		
	 By
	 	 /s/ Brian Keating

		 	 Name: Brian Keating

		 	 Title: Managing Director












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	ENSIGN PEAK ADVISORS, INC.
		
	 By
	 	 /s/ Matthew D. Dall

	 Name:
	 	 Matthew D. Dall

	 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.


  

					
	CMFG LIFE INSURANCE COMPANY
		
	 By:
	 	 MEMBERS Capital Advisors, Inc. acting

as Investment Advisor

			
		 	 By
	 	 /s/ Allen R. Cantrell

		 		 	 Name: Allen R. Cantrell

		 		 	 Title: Managing Director, Investments












			
	 Retail Properties of America, Inc.
	  	Note Purchase Agreement

  


	
	 This Agreement is hereby

	 accepted and agreed to as

of the date hereof.


  

			
	 FIDELITY & GUARANTY LIFE INSURANCE
COMPANY

		
	 By
	 	 /s/ Thomas Cunningham

		 	 Name: Thomas Cunningham

		 	 Title: Vice President












			
	 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” is defined in
Section 5.16(d)(1). 
 “Anti-Money Laundering Laws” is defined in Section 5.16(c).  

“Blocked Person” is defined in Section 5.16(a). 

“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. 
 SCHEDULE A 

(to Note Purchase Agreement) 







 “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 those Projects which are retail Projects (including mixed-use Projects that are primarily retail, but excluding “triple net”
retail Projects which are instead included in clause (b) of this sentence), (b) $0.10 per annum per gross leaseable or net rentable, as applicable, square foot of those Projects which are Projects leased on a “triple net” basis
and (c) $0.25 per annum per gross leasable or net rentable, as applicable, square foot of those Projects which are not included in clause (a) or clause (b) of this sentence, 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 type of 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 type of 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 6.50%. 
 “Capitalized Lease” of a Person means any lease of Property imposing
obligations on such Person, as lessee thereunder, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person. 

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

“Cash 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 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 

  
 A-2 








 having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully
guaranteed by the United States of America in which a 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. 
 “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. 

“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 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. 

  
 A-3 








 “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 Net Worth” means, as of any date of determination, an amount equal to (a) Total Asset
Value minus (b) Consolidated Outstanding Indebtedness as of such date. 
 “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. 

“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. 

  
 A-4 








 “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, (i) any anchor tenant or (ii) any non-anchor tenant
leasing more than 15,000 square feet of gross leaseable area at one of the Projects that, in either case, either (a) is subject to a voluntary or involuntary petition for relief under any federal or state bankruptcy codes or insolvency law or
(b) is not operating its business in its demised premises at such Project unless 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. 
 “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. 

  
 A-5 








 “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 
 (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 

  
 A-6 








 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. 
 “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 

  
 A-7 








 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. 
 “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. 

  
 A-8 








 “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 Adverse Effect”
means a material adverse effect on (a) the business, financial condition or properties of the Company 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 and the Notes, or (c) the validity or enforceability of this Agreement 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. 
 “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. 

“Memorandum” is defined in Section 5.3. 

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

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA). 

  
 A-9 








 “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).

 “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. 

  
 A-10 








 “Notes” is defined in Section 1. 

“OFAC” is defined in Section 5.16(a). 

“OFAC Listed Person” is defined in Section 5.16(a). 

“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. 
 “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 in any of Issuer’s covenants herein; and 

(vi) Liens permitted by Section 10.5. 

  
 A-11 








 “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
Third Amended and Restated Credit Agreement dated as of May 13, 2013 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). 
 “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. 
 “property” or “properties” means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate or inchoate. 
 “Property”
of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person. 

“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 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 

  
 A-12 








 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 
 “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, subject to customary limited
exceptions for certain acts or types of liability such as environmental liability, fraud and other customary nonrecourse carveouts. 

“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. 

  
 A-13 








 “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. 
 “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. 
 “series”
means any series of Notes issued pursuant to this Agreement. 
 “Series A Notes” is defined in
Section 1. 
 “Series B Notes” is defined in Section 1. 

“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. 

“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. 

  
 A-14 








 “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 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. 

“Unencumbered Interest Coverage Ratio” means, as of any date, the aggregate Net Operating Income for the most
recent fiscal quarter for which financial results have been reported attributable to Unencumbered Pool Properties as of any such date divided by the Unsecured Interest Expense for such period. 

“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. 

“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 

  
 A-15 








 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. 
 “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. 

“U.S. Economic Sanctions” is defined in Section 5.16(a). 

“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-16 








 [FORM OF NOTE] 

RETAIL PROPERTIES OF AMERICA, INC. 

4.12% SENIOR NOTE, SERIES A, DUE JUNE 30, 2021 

 

			
	No. [            ]	  	[Date]
	$[            ]	  	PPN [                        ]

 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 30, 2021 (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 4.12% per
annum from the date hereof, payable semiannually, on the thirtieth day of June and December in each year, commencing with the June 30 or December 30 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) 6.12% 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 [            ] 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 one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Note Purchase Agreement, dated as of May 16, 2014 (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(a) 
 (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(a)-2 







 [FORM OF NOTE] 

RETAIL PROPERTIES OF AMERICA, INC. 

4.58% SENIOR NOTE, SERIES B, DUE JUNE 30, 2024 

 

			
	 No. [            ]

$[            ]
	  	 [Date]

PPN [            ]


 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 30, 2024 (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 4.58% per
annum from the date hereof, payable semiannually, on the thirtieth day of June and December in each year, commencing with the June 30 or December 30 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) 6.58% 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 [            ] 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 one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Note Purchase Agreement, dated as of May 16, 2014 (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(b) 
 (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(b)-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 of 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
	 4 Overlook LLC
	  	Delaware
	 Bel Air Square LLC
	  	Delaware
	 C&S Southlake Capital Partners I, L.P.
	  	Delaware
	 Capital Centre LLC
	  	Maryland
	 Centre at Laurel, LLC
	  	Maryland
	 Colesville One, LLC
	  	Maryland
	 Gateway Village LLC
	  	Maryland
	 Half Day LLC
	  	Delaware
	 Inland Park Place Limited Partnership
	  	Illinois
	 Inland Plano Acquisitions, LLC
	  	Delaware
	 Inland Plano Investments, LLC
	  	Delaware
	 Inland Southeast New Britain, L.L.C.
	  	Delaware
	 Inland Southeast Stony Creek, L.L.C.
	  	Delaware
	 Inland Western 4 Overlook, L.L.C.
	  	Delaware
	 Inland Western Acworth Stilesboro, L.L.C.
	  	Delaware
	 Inland Western Austin Mopac GP, L.L.C.
	  	Delaware
	 Inland Western Austin Mopac Limited Partnership
	  	Illinois
	 Inland Western Austin Mopac LP, L.L.C.
	  	Delaware
	 Inland Western Avondale McDowell, L.L.C.
	  	Delaware
	 Inland Western Bakersfield Calloway, L.L.C.
	  	Delaware
	 Inland Western Bangor Broadway, L.L.C.
	  	Delaware
	 Inland Western Bethlehem Saucon Valley Beneficiary, L.L.C.
	  	Delaware
	 Inland Western Bethlehem Saucon Valley DST
	  	Delaware
	 Inland Western Bettendorf Duck Creek I, L.L.C.
	  	Delaware
	 Inland Western Bettendorf Duck Creek, L.L.C.
	  	Delaware
	 Inland Western Birmingham Edgemont, L.L.C.
	  	Delaware
	 Inland Western Burleson Wilshire GP, L.L.C.
	  	Delaware
	 Inland Western Burleson Wilshire Limited Partnership
	  	Illinois
	 Inland Western Burleson Wilshire LP, L.L.C.
	  	Delaware
	 Inland Western Butler Kinnelon, L.L.C.
	  	Delaware
	 Inland Western Cedar Hill Pleasant Run GP, L.L.C.
	  	Delaware
	 Inland Western Cedar Hill Pleasant Run Limited Partnership
	  	Illinois
	 Inland Western Chantilly Crossing, L.L.C.
	  	Delaware
	 Inland Western Charleston North Rivers, L.L.C.
	  	Delaware
	 Inland Western Chattanooga Brainerd Road, L.L.C.
	  	Delaware
	 Inland Western Chicago Ashland I, L.L.C.
	  	Delaware
	 Inland Western Chicago Ashland, L.L.C.
	  	Delaware
	 Inland Western Cocoa Beach Cornerstone, L.L.C.
	  	Delaware
	 Inland Western Colesville New Hampshire SPE, L.L.C.
	  	Delaware
	 Inland Western College Station Gateway GP, L.L.C.
	  	Delaware

 SCHEDULE 5.4 

(to Note Purchase Agreement) 







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

			
	ENTITY	  	FORMATION
	 Inland Western College Station Gateway Limited Partnership
	  	Illinois
	 Inland Western College Station Gateway LP, L.L.C.
	  	Delaware
	 Inland Western Columbia Broad River, L.L.C.
	  	Delaware
	 Inland Western Columbus Clifty, L.L.C.
	  	Delaware
	 Inland Western Concord Northlite, L.L.C.
	  	Delaware
	 Inland Western Coram Plaza, L.L.C.
	  	Delaware
	 Inland Western Covington Newton Crossroads, L.L.C.
	  	Delaware
	 Inland Western Cranberry Beneficiary, L.L.C.
	  	Delaware
	 Inland Western Cranberry DST
	  	Delaware
	 Inland Western Crossville Main, L.L.C.
	  	Delaware
	 Inland Western Cumming Green’s Corner, L.L.C.
	  	Delaware
	 Inland Western Cuyahoga Falls, L.L.C.
	  	Delaware
	 Inland Western Cypress Mill GP, L.L.C.
	  	Delaware
	 Inland Western Cypress Mill Limited Partnership
	  	Illinois
	 Inland Western Dallas Paradise, L.L.C.
	  	Delaware
	 Inland Western Danforth, L.L.C.
	  	Delaware
	 Inland Western Denton Crossing GP, L.L.C.
	  	Delaware
	 Inland Western Denton Crossing Limited Partnership
	  	Illinois
	 Inland Western Depere, L.L.C.
	  	Delaware
	 Inland Western Duncansville Holliday Beneficiary, L.L.C.
	  	Delaware
	 Inland Western Duncansville Holliday DST
	  	Delaware
	 Inland Western Easton Forks Town DST
	  	Delaware
	 Inland Western El Paso MDS Limited Partnership
	  	Illinois
	 Inland Western El Paso MDS LP, L.L.C.
	  	Delaware
	 Inland Western Euless GP, L.L.C.
	  	Delaware
	 Inland Western Euless Limited Partnership
	  	Illinois
	 Inland Western Euless LP, L.L.C.
	  	Delaware
	 Inland Western Evans, L.L.C.
	  	Delaware
	 Inland Western Fountain Hills Four Peaks, L.L.C.
	  	Delaware
	 Inland Western Fresno Blackstone Avenue, L.L.C.
	  	Delaware
	 Inland Western Fullerton Metrocenter, L.L.C.
	  	Delaware
	 Inland Western Gainesville Village, L.L.C.
	  	Delaware
	 Inland Western Galveston Galvez GP, L.L.C.
	  	Delaware
	 Inland Western Galveston Galvez Limited Partnership
	  	Illinois
	 Inland Western Galveston Galvez LP, L.L.C.
	  	Delaware
	 Inland Western Georgetown Magnolia, 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 Gloucester Cross Keys, L.L.C.
	  	Delaware
	 Inland Western Grapevine GP, L.L.C.
	  	Delaware


  
 5.4-2 








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

			
	ENTITY	  	FORMATION
	 Inland Western Grapevine Limited Partnership
	  	Illinois
	 Inland Western Grapevine LP, L.L.C.
	  	Delaware
	 Inland Western Greensburg Commons, L.L.C.
	  	Delaware
	 Inland Western Greer Wade Hampton, L.L.C.
	  	Delaware
	 Inland Western Gurnee, L.L.C.
	  	Delaware
	 Inland Western Heath Southgate, L.L.C.
	  	Delaware
	 Inland Western Hickory-Catawba, L.L.C.
	  	Delaware
	 Inland Western High Ridge, L.L.C.
	  	Delaware
	 Inland Western Houma Magnolia, L.L.C.
	  	Delaware
	 Inland Western Houston New Forest GP, L.L.C.
	  	Delaware
	 Inland Western Houston New Forest Limited Partnership
	  	Illinois
	 Inland Western Humble Humblewood GP, L.L.C.
	  	Delaware
	 Inland Western Humble Humblewood Limited Partnership
	  	Illinois
	 Inland Western Humble Humblewood LP, L.L.C.
	  	Delaware
	 Inland Western Irmo Station, L.L.C.
	  	Delaware
	 Inland Western Irving GP, L.L.C.
	  	Delaware
	 Inland Western Irving Limited Partnership
	  	Illinois
	 Inland Western Irving LP, L.L.C.
	  	Delaware
	 Inland Western Jackson Columns, L.L.C.
	  	Delaware
	 Inland Western Jacksonville Race Track Road, L.L.C.
	  	Delaware
	 Inland Western Kansas City Wilshire, L.L.C.
	  	Delaware
	 Inland Western Kill Devil Hills Croatan, L.L.C.
	  	Delaware
	 Inland Western Knoxville Harvest, L.L.C.
	  	Delaware
	 Inland Western Lake Mary, L.L.C.
	  	Delaware
	 Inland Western Lansing Eastwood (Tenant), L.L.C.
	  	Delaware
	 Inland Western Lansing Eastwood SPE, L.L.C.
	  	Delaware
	 Inland Western Lansing Eastwood, L.L.C.
	  	Delaware
	 Inland Western Las Vegas Montecito Outlot, L.L.C.
	  	Delaware
	 Inland Western Las Vegas Montecito, L.L.C.
	  	Delaware
	 Inland Western Las Vegas, L.L.C.
	  	Delaware
	 Inland Western Lawrenceville Simonton, L.L.C.
	  	Delaware
	 Inland Western Lawton Lee Blvd., L.L.C.
	  	Delaware
	 Inland Western Longmont Fox Creek, L.L.C.
	  	Delaware
	 Inland Western Marysville, L.L.C.
	  	Delaware
	 Inland Western Massillon Village, L.L.C.
	  	Delaware
	 Inland Western McAllen GP, L.L.C.
	  	Delaware
	 Inland Western McAllen Limited Partnership
	  	Illinois
	 Inland Western McAllen LP, L.L.C.
	  	Delaware
	 Inland Western McAllen MDS Limited Partnership
	  	Illinois
	 Inland Western McAllen MDS LP, L.L.C.
	  	Delaware
	 Inland Western McAllen Trenton GP, L.L.C.
	  	Delaware


  
 5.4-3 








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

			
	ENTITY	  	FORMATION
	 Inland Western McAllen Trenton Limited Partnership
	  	Illinois
	 Inland Western MDS Portfolio, L.L.C.
	  	Delaware
	 Inland Western Memphis Winchester, L.L.C.
	  	Delaware
	 Inland Western Miami 19th Street, L.L.C.
	  	Delaware
	 Inland Western Middletown Brown’s Lane, L.L.C.
	  	Delaware
	 Inland Western Midland Academy GP, L.L.C.
	  	Delaware
	 Inland Western Midland Academy Limited Partnership
	  	Illinois
	 Inland Western Midland Academy LP, L.L.C.
	  	Delaware
	 Inland Western Milwaukee Midtown II, L.L.C.
	  	Delaware
	 Inland Western Milwaukee Midtown, L.L.C.
	  	Delaware
	 Inland Western Montevallo Main, L.L.C.
	  	Delaware
	 Inland Western Moore 19th Street, L.L.C.
	  	Delaware
	 Inland Western Mt. Pleasant Park West, L.L.C.
	  	Delaware
	 Inland Western New Hartford Orchard, L.L.C.
	  	Delaware
	 Inland Western New York Portfolio, L.L.C.
	  	Delaware
	 Inland Western Newport News Jefferson, L.L.C.
	  	Delaware
	 Inland Western Norman, L.L.C.
	  	Delaware
	 Inland Western North Attleboro Crossroads, L.L.C.
	  	Delaware
	 Inland Western Northwoods Natural Bridge, L.L.C.
	  	Delaware
	 Inland Western Oklahoma City Quail, L.L.C.
	  	Delaware
	 Inland Western Oklahoma City Western Avenue, L.L.C.
	  	Delaware
	 Inland Western Ontario 4th Street, L.L.C.
	  	Delaware
	 Inland Western Orange 440 Boston, L.L.C.
	  	Delaware
	 Inland Western Panama City, L.L.C.
	  	Delaware
	 Inland Western Pawtucket Boulevard, L.L.C.
	  	Delaware
	 Inland Western Pawtucket Cottage, L.L.C.
	  	Delaware
	 Inland Western Phenix City, L.L.C.
	  	Delaware
	 Inland Western Phillipsburg Greenwich, L.L.C.
	  	Delaware
	 Inland Western Phoenix, L.L.C.
	  	Delaware
	 Inland Western Placentia, L.L.C.
	  	Delaware
	 Inland Western Port Arthur Academy GP, L.L.C.
	  	Delaware
	 Inland Western Port Arthur Academy Limited Partnership
	  	Illinois
	 Inland Western Port Arthur Academy LP, L.L.C.
	  	Delaware
	 Inland Western Pottstown GP, L.L.C.
	  	Delaware
	 Inland Western Pottstown Limited Partnership
	  	Illinois
	 Inland Western Pottstown LP DST
	  	Delaware
	 Inland Western Quakertown GP, L.L.C.
	  	Delaware
	 Inland Western Quakertown Limited Partnership
	  	Illinois
	 Inland Western Quakertown LP DST
	  	Delaware
	 Inland Western RC-I GP, LLC
	  	Delaware
	 Inland Western RC-I LP, LLC
	  	Delaware


  
 5.4-4 








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

			
	ENTITY	  	FORMATION
	 Inland Western Saginaw GP, L.L.C.
	  	Delaware
	 Inland Western Saginaw Limited Partnership
	  	Illinois
	 Inland Western Saginaw LP, L.L.C.
	  	Delaware
	 Inland Western Salt Lake City Gateway, L.L.C.
	  	Delaware
	 Inland Western San Antonio HQ GP, L.L.C.
	  	Delaware
	 Inland Western San Antonio HQ Limited Partnership
	  	Illinois
	 Inland Western San Antonio HQ LP, L.L.C.
	  	Delaware
	 Inland Western San Antonio Military Drive GP, L.L.C.
	  	Delaware
	 Inland Western San Antonio Military Drive Limited Partnership
	  	Illinois
	 Inland Western San Antonio Military Drive LP, L.L.C.
	  	Delaware
	 Inland Western San Antonio Mission GP, L.L.C.
	  	Delaware
	 Inland Western San Antonio Mission Limited Partnership
	  	Illinois
	 Inland Western San Antonio Mission LP, L.L.C.
	  	Delaware
	 Inland Western Seattle Northgate North, L.L.C.
	  	Delaware
	 Inland Western Seekonk Power Center, L.L.C.
	  	Delaware
	 Inland Western Severn NB, L.L.C.
	  	Delaware
	 Inland Western Severn, L.L.C.
	  	Delaware
	 Inland Western Southlake Corners Kimball GP, L.L.C.
	  	Delaware
	 Inland Western Southlake Corners Kimball Limited Partnership
	  	Illinois
	 Inland Western Spartanburg SPE, L.L.C.
	  	Delaware
	 Inland Western Spartanburg, L.L.C.
	  	Delaware
	 Inland Western Spokane Northpointe, L.L.C.
	  	Delaware
	 Inland Western St. George, L.L.C.
	  	Delaware
	 Inland Western Stockton Airport Way II, L.L.C.
	  	Delaware
	 Inland Western Stockton Airport Way, L.L.C.
	  	Delaware
	 Inland Western Sugar Land Riverpark IIA GP, L.L.C.
	  	Delaware
	 Inland Western Sugar Land Riverpark IIA Limited Partnership
	  	Illinois
	 Inland Western Sugar Land Riverpark IIA LP, L.L.C.
	  	Delaware
	 Inland Western Summerville Azalea Square, L.L.C.
	  	Delaware
	 Inland Western Sylacauga Broadway, L.L.C.
	  	Delaware
	 Inland Western Temecula Commons, L.L.C.
	  	Delaware
	 Inland Western Temecula Vail, L.L.C.
	  	Delaware
	 Inland Western Traverse City Bison Hollow, L.L.C.
	  	Delaware
	 Inland Western Tuscaloosa University, L.L.C.
	  	Delaware
	 Inland Western Waco Central GP, L.L.C.
	  	Delaware
	 Inland Western Waco Central Limited Partnership
	  	Illinois
	 Inland Western Waco Central LP, L.L.C.
	  	Delaware
	 Inland Western Warner Robins Paradise, L.L.C.
	  	Delaware
	 Inland Western Wesley Chapel Northwoods, L.L.C.
	  	Delaware
	 Inland Western West Allis Greenfield, L.L.C.
	  	Delaware
	 Inland Western Winston-Salem 5th Street, L.L.C.
	  	Delaware


  
 5.4-5 








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

			
	ENTITY	  	FORMATION
	 Inland Western Woodridge Seven Bridges, L.L.C.
	  	Delaware
	 Inland Western Worcester Lincoln Plaza, L.L.C.
	  	Delaware
	 IW JV 2009, LLC
	  	Delaware
	 IW Mezz 2 2009, LLC
	  	Delaware
	 IW Mezz 2009, LLC
	  	Delaware
	 IWR Protective Corporation
	  	Delaware
	 Reisterstown Plaza Associates, LLC
	  	Maryland
	 RPAI Acquisitions, Inc.
	  	Illinois
	 RPAI Advisory Services, Inc.
	  	Illinois
	 RPAI Allen McDermott GP, L.L.C.
	  	Delaware
	 RPAI Allen McDermott Limited Partnership
	  	Illinois
	 RPAI Allen McDermott LP, L.L.C.
	  	Delaware
	 RPAI Altamonte Springs State Road, L.L.C.
	  	Delaware
	 RPAI Arvada, L.L.C.
	  	Delaware
	 RPAI Atlanta Cascade Avenue, L.L.C.
	  	Delaware
	 RPAI Bangor Parkade, L.L.C.
	  	Delaware
	 RPAI Baton Rouge, L.L.C.
	  	Delaware
	 RPAI Beekman, L.L.C.
	  	Delaware
	 RPAI Bluffton Low Country II, L.L.C.
	  	Delaware
	 RPAI Bluffton Low Country, L.L.C.
	  	Delaware
	 RPAI Bradenton Beachway, L.L.C.
	  	Delaware
	 RPAI Brooklyn Park 93rd Avenue, L.L.C.
	  	Delaware
	 RPAI Burleson South Towne GP, L.L.C.
	  	Delaware
	 RPAI Burleson South Towne Limited Partnership
	  	Illinois
	 RPAI Burleson South Towne LP, L.L.C.
	  	Delaware
	 RPAI Cambridge Brick Church, L.L.C.
	  	Delaware
	 RPAI Canton Paradise Outlot, L.L.C.
	  	Delaware
	 RPAI Canton Paradise, 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 Limited Partnership
	  	Illinois
	 RPAI Clear Lake Clear Shores LP, L.L.C.
	  	Delaware
	 RPAI College Station Gateway II GP, L.L.C.
	  	Delaware
	 RPAI College Station Gateway II Limited Partnership
	  	Illinois
	 RPAI College Station Gateway II LP, L.L.C.
	  	Delaware
	 RPAI College Station Gateway III, L.L.C.
	  	Delaware
	 RPAI Columbus Polaris, L.L.C.
	  	Delaware
	 RPAI Continental Rave Houston, L.L.C.
	  	Delaware
	 RPAI Cypress Mill, L.L.C.
	  	Delaware
	 RPAI Dallas Preston Trail GP, L.L.C.
	  	Delaware
	 RPAI Dallas Preston Trail Limited Partnership
	  	Texas


  
 5.4-6 








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

			
	ENTITY	  	FORMATION
	 RPAI Dallas Preston Trail LP, L.L.C.
	  	Delaware
	 RPAI Dallas Preston Trail Pad GP, L.L.C.
	  	Delaware
	 RPAI Dallas Preston Trail Pad Limited Partnership
	  	Texas
	 RPAI Darien SPE, L.L.C.
	  	Delaware
	 RPAI Darien, L.L.C.
	  	Delaware
	 RPAI Fordham Place Office, L.L.C.
	  	Delaware
	 RPAI Fordham Place Retail, L.L.C.
	  	Delaware
	 RPAI Fort Mill West Town, L.L.C.
	  	Delaware
	 RPAI Fort Myers Page Field, L.L.C.
	  	Delaware
	 RPAI Fort Worth Southwest Crossing GP, L.L.C.
	  	Delaware
	 RPAI Fort Worth Southwest Crossing Limited Partnership
	  	Illinois
	 RPAI Fort Worth Southwest Crossing LP, L.L.C.
	  	Delaware
	 RPAI Frisco Parkway GP, L.L.C.
	  	Delaware
	 RPAI Frisco Parkway Limited Partnership
	  	Texas
	 RPAI Frisco Parkway LP, L.L.C.
	  	Delaware
	 RPAI Georgetown Rivery GP, L.L.C.
	  	Delaware
	 RPAI Georgetown Rivery Limited Partnership
	  	Illinois
	 RPAI Georgetown Rivery LP, L.L.C.
	  	Delaware
	 RPAI Gilroy I, L.L.C.
	  	Delaware
	 RPAI Gilroy II, L.L.C.
	  	Delaware
	 RPAI Grand Prairie Carrier GP, L.L.C.
	  	Delaware
	 RPAI Grand Prairie Carrier Limited Partnership
	  	Illinois
	 RPAI Grand Prairie Carrier LP, L.L.C.
	  	Delaware
	 RPAI Green Global Gateway, L.L.C.
	  	Delaware
	 RPAI Greenville Five Forks Outlot, L.L.C.
	  	Delaware
	 RPAI Greenville Five Forks, L.L.C.
	  	Delaware
	 RPAI Hartford New Park, L.L.C.
	  	Delaware
	 RPAI Hellertown Main Street DST
	  	Delaware
	 RPAI HOLDCO Management LLC
	  	Delaware
	 RPAI Houma Academy, L.L.C.
	  	Delaware
	 RPAI Houston Little York GP, L.L.C.
	  	Delaware
	 RPAI Houston Little York Limited Partnership
	  	Illinois
	 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 Limited Partnership
	  	Illinois
	 RPAI Houston Royal Oaks Village II LP, L.L.C.
	  	Delaware
	 RPAI I DST
	  	Delaware
	 RPAI II DST
	  	Delaware
	 RPAI Issaquah Heritage, L.L.C.
	  	Delaware
	 RPAI Jacksonville Southpoint, L.L.C.
	  	Delaware
	 RPAI Kalamazoo WMU, L.L.C.
	  	Delaware


  
 5.4-7 








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

			
	ENTITY	  	FORMATION
	 RPAI Kalispell Mountain View II, L.L.C.
	  	Delaware
	 RPAI Kalispell Mountain View, L.L.C.
	  	Delaware
	 RPAI Kansas City Stateline, L.L.C.
	  	Delaware
	 RPAI Kansas City, L.L.C.
	  	Delaware
	 RPAI King’s Grant GP, L.L.C.
	  	Delaware
	 RPAI King’s Grant Limited Partnership
	  	Delaware
	 RPAI King’s Grant II GP, L.L.C.
	  	Delaware
	 RPAI King’s Grant II Limited Partnership
	  	Delaware
	 RPAI Kingsport East Stone, L.L.C.
	  	Delaware
	 RPAI Knoxville Corridor Park, L.L.C.
	  	Delaware
	 RPAI Knoxville Corridor Park II, L.L.C.
	  	Delaware
	 RPAI Lake Worth Towne Crossing GP, L.L.C.
	  	Delaware
	 RPAI Lake Worth Towne Crossing Limited Partnership
	  	Illinois
	 RPAI Lake Worth Towne Crossing LP, L.L.C.
	  	Delaware
	 RPAI Lakewood, L.L.C.
	  	Delaware
	 RPAI Lawrence, L.L.C.
	  	Delaware
	 RPAI Lebanon 9th Street DST
	  	Delaware
	 RPAI Lewis Center Powell, L.L.C.
	  	Delaware
	 RPAI Lewisville Lakepointe GP, L.L.C.
	  	Delaware
	 RPAI Lewisville Lakepointe Limited Partnership
	  	Illinois
	 RPAI Lewisville Lakepointe LP, L.L.C.
	  	Delaware
	 RPAI Mansfield GP, L.L.C.
	  	Delaware
	 RPAI Mansfield Limited Partnership
	  	Illinois
	 RPAI Mansfield LP, L.L.C.
	  	Delaware
	 RPAI Maple Grove Wedgwood, L.L.C.
	  	Delaware
	 RPAI McDonough Henry Town, L.L.C.
	  	Delaware
	 RPAI McKinney Lake Forest GP, L.L.C.
	  	Delaware
	 RPAI McKinney Lake Forest Limited Partnership
	  	Illinois
	 RPAI McKinney Lake Forest LP, L.L.C.
	  	Delaware
	 RPAI McKinney Stonebridge GP, L.L.C.
	  	Delaware
	 RPAI McKinney Stonebridge Limited Partnership
	  	Illinois
	 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 Morristown Crockett, L.L.C.
	  	Delaware
	 RPAI Murrieta Avenida Acacias, L.L.C.
	  	Delaware
	 RPAI New Britain Main, L.L.C.
	  	Delaware
	 RPAI New Port Richey Mitchell, L.L.C.
	  	Delaware
	 RPAI Newburgh Crossing, L.L.C.
	  	Delaware
	 RPAI Newnan Crossing, L.L.C.
	  	Delaware
	 RPAI Newnan Crossing II, L.L.C.
	  	Delaware


  
 5.4-8 








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

			
	ENTITY	  	FORMATION
	 RPAI North Carolina Sales, Inc.
	  	Illinois
	 RPAI North Richland Hills Davis GP, L.L.C.
	  	Delaware
	 RPAI North Richland Hills Davis Limited Partnership
	  	Illinois
	 RPAI North Richland Hills Davis LP, L.L.C.
	  	Delaware
	 RPAI Northport Northwood, L.L.C.
	  	Delaware
	 RPAI Northwest Management Corp.
	  	Delaware
	 RPAI Orange 53 Boston, L.L.C.
	  	Delaware
	 RPAI Oswego Gerry Centennial, L.L.C.
	  	Delaware
	 RPAI Pacific Property Services LLC
	  	Delaware
	 RPAI Pelham Manor, L.L.C.
	  	Delaware
	 RPAI Phoenix 19th Avenue, L.L.C.
	  	Delaware
	 RPAI Pittsburgh William Penn GP, L.L.C.
	  	Delaware
	 RPAI Pittsburgh William Penn Member II DST
	  	Delaware
	 RPAI Pittsburgh William Penn Partner, L.P.
	  	Delaware
	 RPAI Pittsburgh William Penn, L.P.
	  	Illinois
	 RPAI Plymouth 5, L.L.C.
	  	Delaware
	 RPAI Poughkeepsie Mid-Hudson, L.L.C.
	  	Delaware
	 RPAI Powder Springs Battle Ridge, L.L.C.
	  	Delaware
	 RPAI Punxsutawney Mahoning Street DST
	  	Delaware
	 RPAI Round Rock Forest Commons GP, L.L.C.
	  	Delaware
	 RPAI Round Rock Forest Commons Limited Partnership
	  	Illinois
	 RPAI Round Rock Forest Commons LP, L.L.C.
	  	Delaware
	 RPAI San Antonio Academy GP, L.L.C.
	  	Delaware
	 RPAI San Antonio Academy Limited Partnership
	  	Illinois
	 RPAI San Antonio Academy LP, L.L.C.
	  	Delaware
	 RPAI San Antonio Fountainhead Drive GP, L.L.C.
	  	Delaware
	 RPAI San Antonio Fountainhead Drive Limited Partnership
	  	Illinois
	 RPAI San Antonio Fountainhead Drive LP, L.L.C.
	  	Delaware
	 RPAI San Antonio GP, L.L.C.
	  	Delaware
	 RPAI San Antonio Limited Partnership
	  	Illinois
	 RPAI San Antonio 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
	 RPAI Southlake Corners Kimball, L.L.C.
	  	Delaware
	 RPAI Southlake GP, L.L.C.
	  	Delaware
	 RPAI Southlake Limited Partnership
	  	Illinois
	 RPAI Southlake LP, L.L.C.
	  	Delaware
	 RPAI Southwest Management Corp.
	  	Delaware
	 RPAI Southwest Management LLC
	  	Delaware
	 RPAI Springfield Boston, L.L.C.
	  	Delaware


  
 5.4-9 








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

			
	ENTITY	  	FORMATION
	 RPAI State College Science Park DST
	  	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 Limited Partnership
	  	Illinois
	 RPAI Sugar Land Colony LP, L.L.C.
	  	Delaware
	 RPAI Summerville Azalea Square III GP, L.L.C.
	  	Delaware
	 RPAI Summerville Azalea Square III Limited Partnership
	  	Tennessee
	 RPAI Summerville Azalea Square III LP, L.L.C.
	  	Delaware
	 RPAI Tallahassee Governor’s One, L.L.C.
	  	Delaware
	 RPAI Tampa Walters, L.L.C.
	  	Delaware
	 RPAI Town and Country Manchester, L.L.C.
	  	Delaware
	 RPAI US Management LLC
	  	Delaware
	 RPAI Viera Lake Andrew, L.L.C.
	  	Delaware
	 RPAI Watauga GP, L.L.C.
	  	Delaware
	 RPAI Watauga Limited Partnership
	  	Illinois
	 RPAI Watauga LP, L.L.C.
	  	Delaware
	 RPAI West Mifflin Century III GP, L.L.C.
	  	Delaware
	 RPAI West Mifflin Century III Member II DST
	  	Delaware
	 RPAI West Mifflin Century III Partner, L.P.
	  	Delaware
	 RPAI West Mifflin Century III, L.P.
	  	Illinois
	 RPAI Westbury Merchants Plaza, L.L.C.
	  	Delaware
	 RPAI Western Management Corp.
	  	Delaware
	 RPAI Westerville Cleveland, L.L.C.
	  	Delaware
	 RPAI Williston Maple Tree, L.L.C.
	  	Delaware
	 RPAI Winter Springs Red Bug, L.L.C.
	  	Delaware
	 RRP Hecht, LLC
	  	Maryland
	 SLTS Grand Avenue II GP, L.L.C.
	  	Delaware
	 SLTS Grand Avenue II, L.P.
	  	Texas
	 The Shops at Legacy (RPAI) GP, L.L.C.
	  	Delaware
	 The Shops at Legacy (RPAI) L.P.
	  	Illinois
	 The Shops at Legacy (RPAI) Mezz, L.L.C.
	  	Delaware
	 Town Square Ventures, L.P.
	  	Illinois
	 Town Square Ventures II GP, L.L.C.
	  	Texas
	 Town Square Ventures II, L.P.
	  	Texas
	 Town Square Ventures III GP, L.L.C.
	  	Delaware
	 Town Square Ventures III LP, L.L.C.
	  	Delaware
	 Town Square Ventures III, L.P.
	  	Texas
	 Town Square Ventures IV GP, L.L.C.
	  	Delaware
	 Town Square Ventures IV LP, L.L.C.
	  	Delaware
	 Town Square Ventures IV, L.P.
	  	Texas


  
 5.4-10 








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

			
	ENTITY	  	FORMATION
	 Town Square Ventures V GP, L.L.C.
	  	 Delaware

	 Town Square Ventures V LP, L.L.C.
	  	 Delaware

	 Town Square Ventures V, L.P.
	  	 Texas

	 Towson Circle LLC
	  	 Maryland

	 University Heights University Square, L.L.C.
	  	 Delaware

	 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


 RETAIL PROPERTIES OF AMERICA, INC.
OWNERSHIP PERCENTAGE – 99% 
 IWR PROTECTIVE CORPORATION
OWNERSHIP PERCENTAGE– 1% 
  

			
	ENTITY	  	FORMATION
	 Inland Western Coppell Town GP, L.L.C.
	  	 Delaware

	 Inland Western Coppell Town Limited Partnership
	  	 Illinois

	 Inland Western Houston Sawyer Heights GP, L.L.C.
	  	 Delaware

	 Inland Western Houston Sawyer Heights Limited Partnership
	  	 Illinois

	 RPAI Coppell Town, L.L.C.
	  	 Delaware

	 RPAI Houston Sawyer Heights, L.L.C.
	  	 Delaware


 IWR PROTECTIVE CORPORATION OWNERSHIP
PERCENTAGE—100% 
  

			
	ENTITY	  	FORMATION
	 Bellevue Development, LLC
	  	 Delaware

	 Green Valley Crossing, L.L.C.
	  	 Delaware

	 Inland Western JV Hampton Retail Colorado, L.L.C.
	  	 Delaware

	 Inland Western JV Henderson Green Valley, L.L.C.
	  	 Delaware

	 Inland Western Phillipsburg Greenwich II, L.L.C.
	  	 Delaware

	 IWR Gateway Central Plant, L.L.C.
	  	 Delaware

	 Lake Mead Crossing, LLC
	  	 Nevada

	 RPAI JV Nashville Bellevue, L.L.C.
	  	 Delaware

	 South Billings Center, LLC
	  	 Delaware



  
 5.4-11 








 IWR PROTECTIVE CORPORATION OWNERSHIP
PERCENTAGE—50% 
  

			
	ENTITY	  	FORMATION
	 Green Valley Crossing, L.L.C.
	  	 Delaware

	 Inland Western JV Henderson Green Valley, L.L.C.
	  	 Delaware



  
 5.4-12 








 FINANCIAL STATEMENTS 

 

	•	 	 2010 Annual Report 


  

	•	 	 2011 Annual Report 


  

	•	 	 2012 Annual Report 


  

	•	 	 2013 Annual Report 


  

	•	 	 Fourth Quarter 2013 Supplemental Financial Information 



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 APRIL 30, 2014 

 

																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	The Shoppes at Quarterfield1	 	The Shoppes at Quarterfield	 	Inland Western Severn NB, L.L.C.	 	01-Aug-2014	 	 	7.50	% 	 	 	(4,804	) 	 	CUNA Mutual	 	HFF, L.P.
	Green Valley Crossing2	 	Green Valley Crossing	 	Green Valley Crossing, LLC	 	02-Nov-2014	 	 	2.44	% 	 	 	(13,400	) 	 	U.S. Bank	 	US Bank
	Crossroads Plaza	 	Crossroads Plaza	 	Inland Western North Attleboro Crossroads, L.L.C.	 	01-Jan-2015	 	 	5.44	% 	 	 	(4,247	) 	 	Bank of
America	 	Berkadia
	Pool 2	 	Academy Sports - Port Arthur	 	Inland Western Port Arthur Academy Limited Partnership	 	01-Mar-2015	 	 	6.39	% 	 	 	(3,125	) 	 	JPMorgan
Chase	 	Midland
	Pool 2	 	Alison’s Corner	 	Inland Western San Antonio Military Drive Limited Partnership	 	01-Mar-2015	 	 	6.39	% 	 	 	(2,554	) 	 	JPMorgan
Chase	 	Midland
	Pool 2	 	CVS - Sylacauga	 	Inland Western Sylacauga Broadway, L.L.C.	 	01-Mar-2015	 	 	6.39	% 	 	 	(1,791	) 	 	JPMorgan
Chase	 	Midland
	Pool 2	 	Galvez Shopping Center	 	Inland Western Galveston Galvez Limited Partnership	 	01-Mar-2015	 	 	6.39	% 	 	 	(4,121	) 	 	JPMorgan
Chase	 	Midland
	Pool 2	 	Gateway Station	 	Inland Western College Station Gateway Limited Partnership	 	01-Mar-2015	 	 	6.39	% 	 	 	(2,978	) 	 	JPMorgan
Chase	 	Midland
	Pool 2	 	McAllen Town Center	 	Inland Western McAllen Limited Partnership	 	01-Mar-2015	 	 	6.39	% 	 	 	(1,558	) 	 	JPMorgan
Chase	 	Midland
	Pool 2	 	Academy Sports - Midland	 	Inland Western Midland Academy Limited Partnership	 	01-Mar-2015	 	 	6.39	% 	 	 	(2,573	) 	 	JPMorgan
Chase	 	Midland
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(18,700	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	Bison Hollow	 	Bison Hollow	 	Inland Western Traverse City Bison Hollow, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(7,478	) 	 	JPMorgan
Chase	 	Midland
	Four Peaks Plaza	 	Four Peaks Plaza	 	Inland Western Fountain Hills Four Peaks, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(9,757	) 	 	JPMorgan
Chase	 	Midland
	Grapevine Crossing	 	Grapevine Crossing	 	Inland Western Grapevine Limited Partnership	 	01-Apr-2015	 	 	6.39	% 	 	 	(11,259	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 3	 	Walgreens - Northwoods	 	Inland Western Northwoods Natural Bridge, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(3,004	) 	 	JPMorgan
Chase	 	Midland


  
 SCHEDULE
5.15 
 (to Note Purchase Agreement) 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	JPM Pool 3	 	Walgreens - West Allis	 	Inland Western West Allis Greenfield, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(2,203	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 3	 	CVS - Montevallo	 	Inland Western Montevallo Main, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(1,793	) 	 	JPMorgan
Chase	 	Midland
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(7,000	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	JPM Pool 4	 	CVS - Moore, OK	 	Inland Western Moore 19th Street, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(1,936	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 4	 	CVS - Burleson, TX	 	Inland Western Burleson Wilshire Limited Partnership	 	01-Apr-2015	 	 	6.39	% 	 	 	(1,669	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 4	 	CVS - Lawton, OK	 	Inland Western Lawton Lee Blvd., L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(1,173	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 4	 	CVS - Oklahoma City, OK	 	Inland Western Oklahoma City Western Avenue, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(1,869	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 4	 	Eckerd - Chattanooga	 	Inland Western Chattanooga Brainerd Road, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(1,688	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 4	 	CVS - Saginaw, TX	 	Inland Western Saginaw Limited Partnership	 	01-Apr-2015	 	 	6.39	% 	 	 	(2,652	) 	 	JPMorgan
Chase	 	Midland
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(10,987	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	JPM Pool 5	 	Gloucester Town Center	 	Inland Western Gloucester Cross Keys, L.L.C.	 	01-Apr-2015	 	 	6.24	% 	 	 	(8,876	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 5	 	Mission Crossing	 	Inland Western San Antonio Mission Limited Partnership	 	01-Apr-2015	 	 	6.24	% 	 	 	(11,667	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 5	 	Plaza at Riverlakes	 	Inland Western Bakersfield Calloway, L.L.C.	 	01-Apr-2015	 	 	6.24	% 	 	 	(8,571	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 5	 	Chantilly Crossing	 	Inland Western Chantilly Crossing, L.L.C.	 	01-Apr-2015	 	 	6.24	% 	 	 	(16,190	) 	 	JPMorgan
Chase	 	Midland
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(45,304	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	New Forest Crossing	 	New Forest Crossing	 	Inland Western Houston New Forest Limited Partnership	 	01-Apr-2015	 	 	6.39	% 	 	 	(8,928	) 	 	JPMorgan
Chase	 	Midland
	Vail Ranch Plaza	 	Vail Ranch Plaza	 	Inland Western Temecula Vail, L.L.C.	 	01-Apr-2015	 	 	6.39	% 	 	 	(10,816	) 	 	JPMorgan
Chase	 	Midland
	Ashland and Roosevelt	 	Ashland and Roosevelt	 	Inland Western Chicago Ashland, L.L.C.	 	01-Sep-2015	 	 	6.39	% 	 	 	(7,984	) 	 	JPMorgan
Chase	 	Midland


  
 5.15-2 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	Montecito Crossing	 	Montecito Crossing	 	Inland Western Las Vegas Montecito, L.L.C. and Inland Western Las Vegas	 	01-Sep-2015	 	 	5.90	% 	 	 	(16,798	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 7	 	Humblewood Shopping Center	 	Inland Western Humble Humblewood Limited Partnership	 	01-Nov-2015	 	 	6.39	% 	 	 	(6,487	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 7	 	Target South Center	 	Inland Western Austin Mopac Limited Partnership	 	01-Nov-2015	 	 	6.39	% 	 	 	(5,478	) 	 	JPMorgan
Chase	 	Midland
	JPM Pool 7	 	Broadway Shopping Center	 	Inland Western Bangor Broadway, L.L.C.	 	01-Nov-2015	 	 	6.39	% 	 	 	(10,092	) 	 	JPMorgan
Chase	 	Midland
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(22,057	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	The Orchard	 	The Orchard	 	Inland Western New Hartford Orchard, L.L.C.	 	01-Nov-2015	 	 	6.39	% 	 	 	(11,774	) 	 	JPMorgan
Chase	 	Midland
	Jefferson Commons	 	Jefferson Commons	 	Inland Western Newport News Jefferson, L.L.C.	 	01-Dec-2015	 	 	5.14	% 	 	 	(56,500	) 	 	Wells
Fargo	 	Midland
	King Philip’s Crossing (CROSSED with Greensburg Commons)	 	King Philip’s Crossing (Seekonk Power Center)	 	Inland Western Seekonk Power Center, L.L.C.	 	01-Dec-2015	 	 	6.39	% 	 	 	(10,392	) 	 	JPMorgan
Chase	 	Midland
	Eckerds Portfolio Loan	 	Eckerds - Buffalo (Main St)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,174	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Amhearst	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,903	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Cheektowaga	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,117	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Olean	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,452	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Grand Island	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(1,665	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Batavia (W. Main St)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,547	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - North Chili	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(1,682	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Tonawanda	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,370	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - West Seneca (Union Rd)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,395	) 	 	Nomura	 	Berkadia


  
 5.15-3 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	Eckerds Portfolio Loan	 	Eckerds - Lancaster	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(1,786	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Buffalo (Ferry St)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,198	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Rochester (Lake Ave)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(3,210	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Rochester (Culver Rd)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,376	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Greece	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(1,926	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Irondequoit	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,850	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Lockport	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,716	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Hudson	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,409	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Amhearst (Transit Rd)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(3,243	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Canandaigua	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(3,091	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - West Seneca (Harlem Rd)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,770	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Batavia (E. Main St)	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(2,855	) 	 	Nomura	 	Berkadia
	Eckerds Portfolio Loan	 	Eckerds - Yorkshire	 	Inland Western New York Portfolio, L.L.C.	 	11-Dec-2015	 	 	4.91	% 	 	 	(1,372	) 	 	Nomura	 	Berkadia
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(53,107	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	New York Life Portfolio	 	Lowe’s Plaza	 	Inland Western Butler Kinnelon, L.L.C.	 	31-Dec-2015	 	 	4.75	% 	 	 	(13,049	) 	 	New York
Life	 	New York
Life
	New York Life Portfolio	 	Quakertown	 	Inland Western Quakertown Limited Partnership	 	31-Dec-2015	 	 	4.75	% 	 	 	(7,848	) 	 	New York
Life	 	New York
Life
	New York Life Portfolio	 	Lincoln Plaza	 	Inland Western Worcester Lincoln Plaza, L.L.C.	 	31-Dec-2015	 	 	4.75	% 	 	 	(39,147	) 	 	New York
Life	 	New York
Life
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(60,044	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	


  
 5.15-4 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	HQ Building	 	HQ Building	 	Inland Western San Antonio HQ Limited Partnership	 	01-Jan-2016	 	 	6.39	% 	 	 	(9,150	) 	 	JPMorgan
Chase	 	Midland
	Cypress Mill Plaza	 	Cypress Mill Plaza	 	Inland Western Cypress Mill Limited Partnership	 	01-Feb-2016	 	 	4.26	% 	 	 	(8,419	) 	 	JPMorgan
Chase	 	Midland
	MacArthur Crossing	 	MacArthur Crossing	 	Inland Western Irving Limited Partnership	 	01-Jul-2016	 	 	7.30	% 	 	 	(6,901	) 	 	Thrivent
Financial
for
Lutherans	 	Mohrle -
Morris
	Heritage Towne Crossing3	 	Heritage Towne Crossing	 	Inland Western Euless Limited Partnership	 	30-Sep-2016	 	 	4.52	% 	 	 	(8,266	) 	 	Texas
Capital
Bank	 	Texas
Capital
Bank
	Southlake Grand Avenue (Phase V) (CROSSED with Southlake Town Square Phase I, II, III, VII)	 	Southlake Grand Ave.	 	SLTS Grand Avenue II, L.P.	 	01-Apr-2017	 	 	3.50	% 	 	 	(57,757	) 	 	Metlife	 	MetLife
	Southlake Town Square Phase I, II, III, VII (CROSSED with Southlake Grand Avenue (Phase V))	 	Southlake Town Square	 	Town Square Ventures, L.P.; Town Square Ventures II, L.P.; and Town Square Ventures IV, L.P.	 	01-Apr-2017	 	 	6.25	% 	 	 	(85,466	) 	 	Metlife	 	MetLife
	The Gateway - Central Power Plant (SLC - CROSSED with The Gateway)	 	The Gateway - Central Power Plant	 	IWR Gateway Central Plant, L.L.C.	 	01-Apr-2017	 	 	6.57	% 	 	 	(4,348	) 	 	JPMorgan
Chase	 	Midland
	The Gateway (SLC - CROSSED with Central Power Plant)	 	The Gateway	 	Inland Western Salt Lake City Gateway, L.L.C.	 	01-Apr-2017	 	 	6.57	% 	 	 	(92,371	) 	 	JPMorgan
Chase	 	Midland
	Central Texas Marketplace	 	Central Texas Marketplace	 	Inland Western Waco Central Limited Partnership	 	11-Apr-2017	 	 	5.46	% 	 	 	(45,386	) 	 	Nomura	 	Wachovia
Securities
	Coppell Town Square	 	Coppell Town Square	 	Inland Western Coppell Town Limited Partnership	 	01-May-2017	 	 	3.53	% 	 	 	(10,730	) 	 	New York
Life	 	New
York Life
	 Corwest Plaza (CROSSED with Dorman Center I)
	 	Corwest Plaza	 	Inland Southeast New Britain, L.L.C.	 	01-Apr-2019	 	 	7.25	% 	 	 	(14,629	) 	 	John
Hancock	 	Hancock
	 Dorman Center I (CROSSED with Corwest Plaza)
	 	Dorman Center I	 	Inland Western Spartanburg, L.L.C.	 	01-Apr-2019	 	 	7.70	% 	 	 	(20,762	) 	 	John
Hancock	 	Hancock
	 Shops at Park Place
	 	Shops at Park Place	 	Inland Park Place Limited Parnership	 	01-May-2019	 	 	7.48	% 	 	 	(7,861	) 	 	John
Hancock	 	Hancock


  
 5.15-5 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	Paradise Shoppes of New Hope (CROSSED with Village Shoppes at Simonton)	 	Shoppes of Dallas (New Hope)	 	Inland Western Dallas Paradise, L.L.C.	 	01-Jun-2019	 	 	7.75	% 	 	 	(3,601	) 	 	UNUM	 	HFF, L.P.
	Village Shoppes at Simonton (CROSSED with Shoppes of Dallas)	 	Village Shoppes at Simonton	 	Inland Western Lawrenceville Simonton, L.L.C.	 	01-Jun-2019	 	 	7.75	% 	 	 	(3,324	) 	 	UNUM	 	HFF, L.P.
	Plaza at Marysville	 	Plaza at Marysville	 	Inland Western Marysville, L.L.C.	 	01-Sep-2019	 	 	8.00	% 	 	 	(9,118	) 	 	Provident	 	HFF, L.P.
	Forks Town Center	 	Forks Town Center	 	Inland Western Easton Forks Town DST	 	01-Oct-2019	 	 	7.70	% 	 	 	(8,333	) 	 	Aetna	 	HFF, L.P.
	IWJV Pool - Senior Mortgage	 	Eckerd’s - Norman	 	Inland Western Norman, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(3,552	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Magnolia Square	 	Inland Western Houma Magnolia, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(6,431	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Denton Crossing West	 	Inland Western Denton Crossing Limited Partnership	 	01-Dec-2019	 	 	7.50	% 	 	 	(27,548	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Promenade at Red Cliff	 	Inland Western St. George, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(8,159	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Paradise Valley Marketplace	 	Inland Western Phoenix, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(9,311	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Best on the Boulevard	 	Inland Western Las Vegas, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(17,566	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Gateway Pavilions	 	Inland Western Avondale McDowell, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(24,477	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Fox Creek Village	 	Inland Western Longmont Fox Creek, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(9,119	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Pleasant Run	 	Inland Western Cedar Hill Pleasant Run Limited Partnership	 	01-Dec-2019	 	 	7.50	% 	 	 	(13,918	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Village at Quail Springs	 	Inland Western Oklahoma City Quail, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(5,279	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Trenton Crossing	 	Inland Western McAllen Trenton Limited Partnership	 	01-Dec-2019	 	 	7.50	% 	 	 	(16,414	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Hickory Ridge	 	Inland Western Hickory-Catawba, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(19,485	) 	 	JPMorgan
Chase	 	Keybank


  
 5.15-6 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	IWJV Pool - Senior Mortgage	 	North Rivers Town Center	 	Inland Western Charleston North Rivers, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(10,175	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Northpointe Plaza	 	Inland Western Spokane Northpointe, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(23,517	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Eckerd’s - Crossville	 	Inland Western Crossville Main, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(1,344	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Eckerd’s - Columbia	 	Inland Western Columbia Broad River, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(1,680	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Eckerd’s - Kill Devil Hills	 	Inland Western Kill Devil Hills Croatan, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(1,920	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Eckerd’s - Greer	 	Inland Western Greer Wade Hampton, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(1,613	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Cranberry Square	 	Inland Western Cranberry DST	 	01-Dec-2019	 	 	7.50	% 	 	 	(11,134	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Lake Mary Pointe	 	Inland Western Lake Mary, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(1,670	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	The Columns	 	Inland Western Jackson Columns, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(12,478	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Harvest Towne Center	 	Inland Western Knoxville Harvest, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,031	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Bed Bath & Beyond Plaza	 	Inland Western Miami 19th Street, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(9,119	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Azalea Square	 	Inland Western Summerville Azalea Square, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(12,094	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Saucon Valley Square	 	Inland Western Bethlehem Saucon Valley DST	 	01-Dec-2019	 	 	7.50	% 	 	 	(8,639	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Shoppes at Park West	 	Inland Western Mt. Pleasant Park West, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(5,375	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Coram Plaza	 	Inland Western Coram Plaza, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(14,206	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Gurnee Town Center	 	Inland Western Gurnee, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(15,262	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Winchester Commons	 	Inland Western Memphis Winchester, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(5,759	) 	 	JPMorgan
Chase	 	Keybank


  
 5.15-7 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	IWJV Pool - Senior Mortgage	 	University Town Center	 	Inland Western Tuscaloosa University, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,511	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Edgemont Town Center	 	Inland Western Birmingham Edgemont, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(6,575	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Evans Town Centre	 	Inland Western Evans, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,319	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Irmo Station	 	Inland Western Irmo Station, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(5,087	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Northwoods	 	Inland Western Wesley Chapel Northwoods, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(8,639	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Greens Corner	 	Inland Western Cumming Green’s Corner, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(5,375	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Newton Crossroads	 	Inland Western Covington Newton Crossroads, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(3,791	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Stilesboro Oaks	 	Inland Western Acworth Stilesboro, L.L.C., a Delaware limited liability	 	01-Dec-2019	 	 	7.50	% 	 	 	(5,145	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	23rd Street Plaza	 	Inland Western Panama City, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(3,091	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Holiday Towne Center	 	Inland Western Duncansville Holliday DST	 	01-Dec-2019	 	 	7.50	% 	 	 	(7,871	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Phenix Crossing	 	Inland Western Phenix City, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,223	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Cottage Plaza	 	Inland Western Pawtucket Cottage, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(10,846	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Southgate Plaza	 	Inland Western Heath Southgate, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(3,970	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	High Ridge Crossing	 	Inland Western High Ridge, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,991	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Cinemark Seven Bridges	 	Inland Western Woodridge Seven Bridges, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,991	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Eckerd - Colesville	 	Colesville One, LLC	 	01-Dec-2019	 	 	7.50	% 	 	 	(3,120	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Boulevard Plaza	 	Inland Western Pawtucket Boulevard, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(2,400	) 	 	JPMorgan
Chase	 	Keybank


  
 5.15-8 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	IWJV Pool - Senior Mortgage	 	Brown’s Lane Plaza	 	Inland Western Middletown Brown’s Lane, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(4,991	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Massillion Village	 	Inland Western Massillon Village, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(7,055	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Cuyahoga Falls Marketplace	 	Inland Western Cuyahoga Falls, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(3,695	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Fullerton Metrocenter	 	Inland Western Fullerton MetroCenter, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(28,316	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Placentia Town Center	 	Inland Western Placentia, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(11,230	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Edwards Multiplex - Fresno	 	Inland Western Fresno Blackstone Avenue, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(9,599	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Edwards Multiplex - Ontario	 	Inland Western Ontario 4th Street, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(13,870	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Stony Creek I	 	Inland Southeast Stony Creek, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(8,639	) 	 	JPMorgan
Chase	 	Keybank
	IWJV Pool - Senior Mortgage	 	Eckerd’s - Edmond	 	Inland Western Danforth, L.L.C.	 	01-Dec-2019	 	 	7.50	% 	 	 	(2,256	) 	 	JPMorgan
Chase	 	Keybank
		 		 		 		 				 	  
	  
	 	 		 	
		 		 		 		 				 	 	(479,871	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	Eastwood Towne Center	 	Eastwood Towne Center	 	Inland Western Lansing Eastwood, L.L.C.	 	01-May-2020	 	 	8.00	% 	 	 	(22,141	) 	 	John
Hancock	 	Cohen
Financial
	Sawyer Heights Village	 	Sawyer Heights Village	 	Inland Western Houston Sawyer Heights Limited Partnership	 	01-Jul-2021	 	 	5.00	% 	 	 	(18,700	) 	 	JPMorgan
Chase	 	Midland
	Ashland and Roosevelt Phase II (Bank of America Pad)	 	Ashland and Roosevelt (LaSalle Bank Pad)	 	Inland Western Chicago Ashland, L.L.C.	 	25-Feb-2022	 	 	7.48	% 	 	 	(1,298	) 	 	Beneficial
Life	 	Grandbridge
Real Estate
Capital
	Commons at Temecula	 	Commons at Temecula	 	Inland Western Temecula Commons, L.L.C.	 	01-Mar-2022	 	 	4.74	% 	 	 	(25,665	) 	 	JPMorgan
Chase	 	Wells Fargo
	Greenwich Center	 	Greenwich Center II	 	Inland Western Phillipsburg Greenwich, L.L.C., and Inland Western Phillipsburg	 	01-Mar-2022	 	 	4.82	% 	 	 	(8,752	) 	 	JPMorgan
Chase	 	Wells Fargo
	Greenwich Center	 	Greenwich Center	 	Inland Western Phillipsburg Greenwich, L.L.C., and Inland Western Phillipsburg	 	01-Mar-2022	 	 	4.82	% 	 	 	(5,723	) 	 	JPMorgan
Chase	 	Wells Fargo


  
 5.15-9 









																			
	DEBT DESCRIPTION	 	PROPERTY
NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	Peoria Crossings	 	Peoria Crossings	 	 Inland Western Glendale, L.L.C.;
 Inland Western
Glendale Peoria II, L.L.C.; and
	 	01-Apr-2022	 	 	4.82	% 	 	 	(24,131	) 	 	JPMorgan
Chase	 	Wells Fargo
	Southlake Corners	 	Southlake Corners	 	Inland Western Southlake Corners Kimball Limited Partnership	 	01-Apr-2022	 	 	4.89	% 	 	 	(20,945	) 	 	JPMorgan
Chase	 	Wells Fargo
	Tollgate Marketplace	 	Tollgate Marketplace	 	Inland Bel Air SPE, L.L.C.	 	01-Apr-2022	 	 	4.84	% 	 	 	(35,000	) 	 	Keybank	 	Berkadia
	Town Square Plaza	 	Town Square Plaza	 	Inland Western Pottstown Limited Partnership	 	01-Apr-2022	 	 	4.82	% 	 	 	(16,815	) 	 	JPMorgan
Chase	 	Wells Fargo
	Village Shoppes at Gainesville	 	Village Shoppes at Gainesville	 	Inland Western Gainesville Village, L.L.C.	 	01-Apr-2022	 	 	4.25	% 	 	 	(20,000	) 	 	Hartford Life	 	Midland (Payments/ Escrows) & HFF (Reporting/ Lease
	Reisterstown Road Plaza	 	Reisterstown Road Plaza	 	Inland Reisterstown SPE I, L.L.C. and
Inland Reisterstown SPE II, L.L.C.	 	01-Jul-2022	 	 	5.25	% 	 	 	(46,250	) 	 	Keybank	 	Midland
	Gateway Village	 	Gateway Village	 	Gateway Village LLC	 	01-Jan-2023	 	 	4.14	% 	 	 	(36,810	) 	 	PNC	 	Midland
	Greensburg Commons (CROSSED with King Philips)	 	Greensburg Commons	 	Inland Western Greensburg Commons, L.L.C.	 	01-Mar-2026	 	 	4.83	% 	 	 	(10,250	) 	 	JPMorgan
Chase	 	Midland
	Home Depot Plaza	 	Home Depot Plaza	 	Inland Western Orange 440 Boston, L.L.C.	 	01-Apr-2022	 	 	4.82	% 	 	 	(10,750	) 	 	JPMorgan
Chase	 	Wells Fargo
	Northgate North	 	Northgate North	 	Inland Western Seattle Northgate North, L.L.C.	 	01-Jun-2027	 	 	4.50	% 	 	 	(27,500	) 	 	ING	 	HFF, L.P.
	Market at Clifty Crossing	 	Market at Clifty Crossing	 	Inland Western Columbus Clifty, L.L.C.	 	01-Nov-2034	 	 	5.77	% 	 	 	(13,025	) 	 	Wells Fargo	 	Berkadia
		 		 		 		 				 	  
	  
	 	 		 	
	Total Secured Debt - Consolidated Portfolio	 		 				 	 	(1,611,384	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	
	Unsecured Debt	 		 		 		 				 				 		 	
	Revolving Line of Credit ($550 mm)4	 		 	Retail Properties of America, Inc.	 	12-May-2017	 	 	1.66	% 	 	 	(235,000	) 	 	Keybank/Wells
Fargo	 	Keybank (Agent)
	Term Loan ($150 mm Tranche)4	 		 	Retail Properties of America, Inc.	 	11-May-2018	 	 	1.61	% 	 	 	(150,000	) 	 	Keybank/Wells
Fargo	 	Keybank (Agent)
	Term Loan ($300 mm Tranche) 4, 5	 		 	Retail Properties of America, Inc.	 	11-May-2018	 	 	1.99	% 	 	 	(300,000	) 	 	Keybank/Wells
Fargo	 	Keybank (Agent)
		 		 		 		 				 	  
	  
	 	 		 	
	Total Unsecured Debt - Consolidated Portfolio	 		 				 	 	(685,000	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	


  
 5.15-10 









																			
	DEBT DESCRIPTION	 	PROPERTY NAME	 	BORROWER	 	 MATURITY
DATE

(SORT)
	 	INTEREST
RATE	 	 	PRINCIPAL
BALANCE AT
4/30/2014
(DOLLARS IN
000’S)	 	 	LENDER -
PRIMARY/
ORIGINATING	 	SERVICER
	Unconsolidated Joint Venture - Secured Debt (at Pro Rata Share)
	Huebner Oaks Center (MSJV)	 	Huebner Oaks Center	 	Inland Western San Antonio Huebner Oaks Limited Partnership	 	05-Sep-2015	 	 	5.75	% 	 	 	(7,412	) 	 	Nationwide	 	HFF, L.P.
	John’s Creek Village (MSJV)	 	John’s Creek Village	 	Inland Western Duluth John’s Creek SPE, L.L.C	 	01-Oct-2015	 	 	5.17	% 	 	 	(4,272	) 	 	Basis Real
Estate
Capital II,
LLC	 	Wells Fargo
	Oswego Commons (MSJV)	 	Oswego Commons	 	Inland Western Oswego Douglass, L.L.C.	 	01-Dec-2016	 	 	3.35	% 	 	 	(4,200	) 	 	Hartford Life	 	Midland (Payments/ Escrows) & HFF (Reporting/ Lease
	Lincoln Park (MSJV)	 	Lincoln Park	 	Inland Western Dallas Lincoln Park Limited Partnership	 	01-Dec-2017	 	 	4.05	% 	 	 	(5,270	) 	 	Metlife	 	Metlife
	Gardiner Manor Mall (MSJV)	 	Gardiner Manor Mall	 	Inland Western Bay Shore Gardiner, L.L.C.	 	01-Mar-2022	 	 	4.95	% 	 	 	(7,251	) 	 	Northwestern
Mutual	 	Northwester n Mutual
		 		 		 		 				 	  
	  
	 	 		 	
	Total Secured Debt - Unconsolidated JV Portfolio	 		 				 	 	(28,405	) 	 		 	
		 		 		 		 				 	  
	  
	 	 		 	

  

	1	 The Shoppes at Quarterfield loan was prepaid at par on May 1, 2014 



	2	 The Green Valley Crossing construction loan is a variable rate loan priced at LIBOR plus 2.25%. In connection with this loan, Retail Properties of
America, Inc. has provided a Repayment and Completion Guaranty, which maximum value represents 40% of the current value of the note, currently $5.4 million as of April 30, 2014 



	3	 The Heritage Town Crossing loan is a variable rate loan priced at LIBOR plus 3.00% which has been swapped to a fixed rate of 4.52% for the term of
the loan. Retail Properties of America, Inc. is the guarantor of up to 25% of the principal balance of this loan. As of April 30, 2014, the guaranteed amount was $2.1 million 



	4	 The credit facility is currently priced on a leverage grid at a rate of LIBOR plus 1.50% for the revolving line of credit and LIBOR plus 1.45% for
the unsecured term loan 



	5	 Retail Properties of America, Inc. entered into an interest rate swap to convert the variable rate portion of the $300 mm LIBOR-based debt to a
fixed rate through February 24, 2016. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.54% over the term of the swap. 



  
 5.15-11 








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

OAK BROOK, IL 60523 

INFORMATION RELATING TO PURCHASERS 

 

					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM	  	$10,000,000	  	$0
	 c/o Prima Capital Advisors LLC
	  		  	
	 Attention: Nilesh Patel
	  		  	
	 2 Overhill Road
	  		  	
	 Suite 215
	  		  	
	 Scarsdale, NY 10583
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



State Street Bank & Trust Co., Boston 

ABA # 011000028 

Beneficiary Acct # (DDA): 10195725 

Beneficiary Name: New York State Teachers’ Retirement System, X4AG 

Ref: RPAI / Prima; NYSTRS- M. Pisciotta 518/447-2729 

with sufficient information to identify the source and application of such funds 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

Phone: 914.725.2657 

With a copy to: 

John Brehm 

Midland Loan Services, a PNC Real Estate business, 

10851 Mastin 

Suite 300 

Overland Park, KS 66210 

Phone: 913.253.9769 

Email: john.brehm@midlandls.com 

SCHEDULE B 
 (to
Note Purchase Agreement) 








	(3)	 Email address for Electronic Delivery: 



npatel@primaadvisors.com 

gwhite@primaadvisors.com 

scopulsky@primaadvisors.com 

jtcherkassova@primaadvisors.com 
  

	(4)	 All other communications, please send to: 



Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

Phone: 914.725.2657 

Email: npatel@primaadvisors.com 

Taxpayer I.D. Number: 14-6000735 
 Original Notes delivered
to: 
 Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

  
 B-2 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	CITY AND COUNTY OF SAN FRANCISCO EMPLOYEES’	  	$0	  	$10,000,000
	RETIREMENT SYSTEM	  		  	
	 c/o Prima Capital Advisors LLC
	  		  	
	 Attention: Nilesh Patel
	  		  	
	 2 Overhill Road
	  		  	
	 Suite 215 Scarsdale, NY 10583
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



MLS INC Wire Receipts 

PNC Bank, N.A. 

Account #: 1006967647 

ABA: 043000096 

FBO: Prima Mortgage Investment Trust, LLC 

Attn: Audrey Brann, Retail Properties of America, Inc. 

with sufficient information to identify the source and application of such funds 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

Phone: 914.725.2657 

With a copy to: 

Audrey Brann 

Midland Loan Services, a PNC Real Estate business, 

10851 Mastin 

Suite 300 

Overland Park, KS 66210 

Phone: 913.253.9769 

Email: audrey.brann@midlandls.com 

  
 B-3 









	(3)	 Email address for Electronic Delivery: 



npatel@primaadvisors.com 

gwhite@primaadvisors.com 

scopulsky@primaadvisors.com 

jtcherkassova@primaadvisors.com 
  

	(4)	 All other communications, please send to: 



Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

Phone: 914.725.2657 

Email: npatel@primaadvisors.com 

Taxpayer I.D. Number: 94-6000417 
 Original Notes delivered
to: 
 Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

  
 B-4 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	PRIMA MORTGAGE INVESTMENT TRUST, LLC	  	$20,000,000	  	$5,000,000
	 c/o Prima Capital Advisors LLC
	  		  	
	 Attention: Nilesh Patel
	  		  	
	 2 Overhill Road
	  		  	
	 Suite 215
	  		  	
	 Scarsdale, NY 10583
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



MLS INC Wire Receipts 

PNC Bank, N.A. 

Account #: 1006967647 

ABA: 043000096 

FBO: Prima Mortgage Investment Trust, LLC 

Attn: Audrey Brann, Retail Properties of America, Inc. 

with sufficient information to identify the source and application of such funds 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

Phone: 914.725.2657 

With a copy to: 

Audrey Brann 

Midland Loan Services, a PNC Real Estate business, 

10851 Mastin 

Suite 300 

Overland Park, KS 66210 

Phone: 913.253.9769 

Email: audrey.brann@midlandls.com 
  

  
 B-5 









	(3)	 Email address for Electronic Delivery: 



npatel@primaadvisors.com 

gwhite@primaadvisors.com 

scopulsky@primaadvisors.com 

jtcherkassova@primaadvisors.com 
  

	(4)	 All other communications, please send to: 



Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

Phone: 914.725.2657 

Email: npatel@primaadvisors.com 

Taxpayer I.D. Number: 51-0489665 
 Original
Notes delivered to: 
 Nilesh Patel 

Prima Capital Advisors LLC 

2 Overhill Road, Suite 215 

Scarsdale, NY 10583 

  
 B-6 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	USAA LIFE INSURANCE COMPANY	  	$0	  	$14,000,000
	 9800 Fredericksburg Road
	  		  	
	 San Antonio, TX 78288
	  		  	
	 (Notes to be registered in the name of: ELL & 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:



 Northern Chgo/Trust 

ABA#071000152 

Credit Wire Account # 5186041000 

26-11042/ Life Company 

With sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the
issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 
  

	(2)	 Address for notices relating to payments: 



ELL & Co 

c/o Northern Trust Company 

PO Box 92395 

Chicago, IL 60675-92395 

Attn: Income Collections 

Please include the cusip and shares/par for the dividend/interest payment 

 

	(3)	 Address for all other communications: 



John Spear 

VP Insurance Portfolios 

9800 Fredericksburg Road 

San Antonio, TX 78288 

(210) 498-8661 
  

	(4)	 Physical Delivery of Notes: 



Depository Trust & Clearing Corporation 

Newport Office Center 

570 Washington Blvd. 

5th Floor 

Jersey City, NJ 07310 

Attn: Tanya Stackhouse-Bowen or Robert Mendez 

Reference: Northern Trust Account # 26-11042/ Life Company 

212-855-2484 
  

	(5)	 Tax Identification Number: 74-1472662 



  
 B-7 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	USAA LIFE INSURANCE COMPANY OF NEW YORK	  	$0	  	$1,000,000
	 9800 Fredericksburg Road
	  		  	
	 San Antonio, TX 78288
	  		  	
	 (Notes to be registered in the name of: ELL & 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:



 Northern Chgo/Trust 

ABA#071000152 

Credit Wire Account # 5186061000 

26-11044/ Life NY Company 

With sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the
issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 
  

	(2)	 Address for notices relating to payments: 



Ell & Co 

c/o Northern Trust Company 

PO Box 92395 

Chicago, IL 60675-92395 

Attn: Income Collections 

Please include the cusip and shares/par for the dividend/interest payment 

 

	(3)	 Address for all other communications: 



John Spear 

VP Insurance Portfolios 

9800 Fredericksburg Road 

San Antonio, TX 78288 

(210) 498-8661 
  

	(4)	 Physical Delivery of Notes: 



Depository Trust & Clearing Corporation 

Newport Office Center 

570 Washington Blvd. 

5th Floor 

Jersey City, NJ 07310 

Attn: Tanya Stackhouse-Bowen or Robert Mendez 

Reference: Northern Trust Account # 26-11044/ Life NY Company 

212-855-2484 
  

	(5)	 Tax Identification Number: 16-1530706 



  
 B-8 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	UNITED SERVICES AUTOMOBILE ASSOCIATION	  	$10,000,000	  	$0
	 9800 Fredericksburg Road
	  		  	
	 San Antonio, TX 78288
	  		  	
	 (Notes to be registered in the name of: ELL & 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:



 Northern Chgo/Trust 

ABA#071000152 

Credit Wire Account # 5186041000 

26-11037/ USAA 

With sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the
issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 
  

	(2)	 Address for notices relating to payments: 



Ell & Co 

c/o Northern Trust Company 

PO Box 92395 

Chicago, IL 60675-92395 

Attn: Income Collections 

Please include the cusip and shares/par for the dividend/interest payment 

 

	(3)	 Address for all other communications: 



Donna Baggerly 

VP Insurance Portfolios 

9800 Fredericksburg Road 

San Antonio, TX 78288 

(210) 498-5195 
  

	(4)	 Physical Delivery of Notes: 



Depository Trust & Clearing Corporation 

Newport Office Center 

570 Washington Blvd. 

5th Floor 

Jersey City, NJ 07310 

Attn: Tanya Stackhouse-Bowen or Robert Mendez 

Reference: Northern Trust Account # 26-11037/ USAA 

212-855-2484 
  

	(5)	 Tax Identification Number: 74-0959140 



  
 B-9 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	USAA CASUALTY INSURANCE COMPANY	  	$5,000,000	  	$0
	 9800 Fredericksburg Road
	  		  	
	 San Antonio, TX 78288
	  		  	
	 (Notes to be registered in the name of: ELL & CO.)
	  		  	

 Payments 
  

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



 Northern Chgo/Trust 

ABA#071000152 

Credit Wire Account # 5186041000 

26-11038/CIC 

Cusip #76131V A*4 

With sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the
issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 
  

	(2)	 Address for notices relating to payments: 



Ell & Co 

c/o Northern Trust Company 

PO Box 92395 

Chicago, IL 60675-92395 

Attn: Income Collections 

Please include the cusip and shares/par for the dividend/interest payment 

 

	(3)	 Address for all other communications: 



Donna Baggerly 

VP Insurance Portfolios 

9800 Fredericksburg Road 

San Antonio, Texas 78288 

(210) 498-5195 
 Taxpayer I.
D. Number: 59-3019540 

  
 B-10 









	(4)	 Physical Delivery of Notes: 



Depository Trust & Clearing Corporation 

Newport Office Center 

570 Washington Blvd. 

5th Floor 

Jersey City, NJ 07310 

Attn: Tanya Stackhouse-Bowen or Robert Mendez 

Reference: Northern Trust Account # 26-11038/CIC 

212-855-2484 

  
 B-11 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	NEW YORK LIFE INSURANCE COMPANY	  	$2,100,000	  	$11,700,000
	 c/o NYL Investors LLC
	  		  	
	 51 Madison Avenue
	  		  	
	 2nd Floor, Room 208
	  		  	
	 New York, New York 10010-1603
	  		  	
	 Attention: Private Capital Investors, 2nd Floor
	  		  	
	 Fax Number: (908) 840-3385
	  		  	

 Payments 
 All payments by wire
or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 10019 

ABA No. 021-000-021 

Credit: New York Life Insurance Company 

General Account No. 008-9-00687 

With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal,
premium, or interest) to identify the source and application of such funds. 
 Notices 

All notices with respect to payments and written confirmation of each such payment and any audit confirmation, to be addressed: 

New York Life Insurance Company 

c/o NYL Investors LLC 

51 Madison Avenue 

2nd Floor, Room 208 

New York, New York 10010-1603 

Attention: Investment Services, Private Group, 2nd Floor 

Fax Number: (908) 840-3385 

  
 B-12 








 with a copy sent electronically to: 

FIIGLibrary@nylim.com 

TraditionalPVtOps@nylim.com 

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to
becoming effective. 
 All other notices and communications to be addressed as first provided above, with a copy sent electronically to:
(1) FIIGLibrary@nylim.com and (2) TraditionalPVtOps@nylim.com and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel, Investment Section, Room 1016, Fax
Number: (212) 576-8340. 
 Notes to be issued in the name of: New York Life Insurance Company  

Taxpayer I.D. Number: 13-5582869 
 Notes to be delivered to:

 New York Life Insurance Company 

51 Madison Avenue, Room 1016 

New York, NY 10010 

Attn: Dean L. Morini 

  
 B-13 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
	  	$2,600,000	  	$12,100,000
	 c/o NYL Investors LLC
	  		  	
	 51 Madison Avenue
	  		  	
	 2nd Floor, Room 208
	  		  	
	 New York, New York 10010-1603
	  		  	
	 Attention: Private Capital Investors, 2nd Floor
	  		  	
	 Fax Number: (908) 840-3385
	  		  	

 Payments 
 All payments by wire
or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 

ABA No. 021-000-021 

Credit: New York Life Insurance and Annuity Corporation 

General Account No. 323-8-47382 

With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal,
premium, or interest) to identify the source and application of such funds. 
 Notices 

All notices with respect to payments and written confirmation of each such payment and any audit confirmation, to be addressed: 

New York Life Insurance and Annuity Corporation 

c/o NYL Investors LLC 

51 Madison Avenue 

2nd Floor, Room 208 

New York, New York 10010-1603 

Attention: Investment Services, Private Group, 2nd Floor 

Fax Number: (908) 840-3385 

  
 B-14 








 with a copy sent electronically to: 

FIIGLibrary@nylim.com 

TraditionalPVtOps@nylim.com 

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to
becoming effective. 
 All other notices and communications to be addressed as first provided above, with a copy sent electronically to:
(1) FIIGLibrary@nylim.com and (2) TraditionalPVtOps@nylim.com and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel, Investment Section, Room 1016, Fax
Number: (212) 576-8340. 
 Notes to be issued in the name of: New York Life Insurance and Annuity Corporation  

Taxpayer I.D. Number: 13-3044743 
 Notes to be delivered to:

 New York Life Insurance Company 

51 Madison Avenue, Room 1016 

New York, NY 10010 

Attn: Dean L. Morini 

  
 B-15 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	 NAME AND ADDRESS OF PURCHASER
	  	OF NOTES TO BE PURCHASED
			
		  	Series A	  	Series B
	 NEW YORK LIFE INSURANCE AND
ANNUITY
	  	$200,000	  	$1,000,000
	 CORPORATION INSTITUTIONALLY OWNED LIFE
	  		  	
	 INSURANCE SEPARATE ACCOUNT (BOLI 30C)
	  		  	
	 c/o NYL Investors LLC
	  		  	
	 51 Madison Avenue
	  		  	
	 2nd Floor, Room 208
	  		  	
	 New York, New York 10010-1603
	  		  	
	 Attention: Private Capital Investors, 2nd Floor
	  		  	
	 Fax Number: (908) 840-3385
	  		  	

 Payments 
 All payments by wire
or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 

ABA No. 021-000-021 

Credit: NYLIAC SEPARATE BOLI 30C 

General Account No. 304-6-23970 

With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal,
premium, or interest) to identify the source and application of such funds, with advice of such payments to: 
 Notices 

All notices with respect to payments and written confirmation of each such payment and any audit confirmation, to be addressed: 

New York Life Insurance and Annuity Corporation 

Institutionally Owned Life Insurance Separate Account 

c/o NYL Investors LLC 

51 Madison Avenue 

2nd Floor, Room 208 

New York, New York 10010-1603 

Attention: Investment Services, Private Group, 2nd Floor 

Fax Number: (908) 840-3385 

  
 B-16 








 with a copy sent electronically to: 

FIIGLibrary@nylim.com 

TraditionalPVtOps@nylim.com 

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to
becoming effective. 
 All other notices and communications to be addressed as first provided above, with a copy sent electronically to:
(1) FIIGLibrary@nylim.com and (2) TraditionalPVtOps@nylim.com and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel, Investment Section, Room 1016, Fax
Number: (212) 576-8340. 
  

			
	 Notes to be issued in the name of:
	  	 New York Life Insurance and Annuity Corporation

  Institutionally Owned Life Insurance Separate

  Account (BOLI 30C)


 Taxpayer I.D. Number: 13-3044743 

Notes to be delivered to: 

New York Life Insurance Company 

51 Madison Avenue, Room 1016 

New York, NY 10010 

Attn: Dean L. Morini 

  
 B-17 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	 NAME AND ADDRESS OF PURCHASER
	  	OF NOTES TO BE PURCHASED
			
		  	Series A	  	Series B
	 NEW YORK LIFE INSURANCE AND
ANNUITY
	  	$100,000	  	$200,000
	 CORPORATION INSTITUTIONALLY OWNED LIFE
	  		  	
	 INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
	  		  	
	 c/o NYL Investors LLC
	  		  	
	 51 Madison Avenue
	  		  	
	 2nd Floor, Room 208
	  		  	
	 New York, New York 10010-1603
	  		  	
	 Attention: Private Capital Investors, 2nd Floor
	  		  	
	 Fax Number: (908) 840-3385
	  		  	

 Payments 
 All payments by wire
or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 

ABA No. 021-000-021 

Credit: NYLIAC SEPARATE BOLI 3-2 

General Account No. 323-9-56793 

With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal,
premium, or interest) to identify the source and application of such funds, with advice of such payments to: 
 Notices 

All notices with respect to payments and written confirmation of each such payment and any audit confirmation, to be addressed: 

New York Life Insurance and Annuity Corporation 

Institutionally Owned Life Insurance Separate Account 

c/o NYL Investors LLC 

51 Madison Avenue 

2nd Floor, Room 208 

New York, New York 10010-1603 

Attention: Investment Services, Private Group, 2nd Floor 

Fax Number: (908) 840-3385 

  
 B-18 








 with a copy sent electronically to: 

FIIGLibrary@nylim.com 

TraditionalPVtOps@nylim.com 

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to
becoming effective. 
 All other notices and communications to be addressed as first provided above, with a copy sent electronically to:
(1) FIIGLibrary@nylim.com and (2) TraditionalPVtOps@nylim.com and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel, Investment Section, Room 1016, Fax
Number: (212) 576-8340. 
  

			
	 Notes to be issued in the name of:
	  	 New York Life Insurance and Annuity Corporation

  Institutionally Owned Life Insurance Separate

  Account (BOLI 3-2)


 Taxpayer I.D. Number: 13-3044743 

Notes to be delivered to: 

New York Life Insurance Company 

51 Madison Avenue, Room 1016 

New York, NY 10010 

Attn: Dean L. Morini 

  
 B-19 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	 NAME AND ADDRESS OF PURCHASER
	  	OF NOTES TO BE PURCHASED
			
		  	Series A	  	Series B
	 GENWORTH LIFE INSURANCE COMPANY OF NEW
YORK
	  	$5,000,000	  	$0
	 c/o Genworth Financial, Inc.
	  	$5,000,000	  	
	 3001 Summer Street, 2nd Floor
	  	$5,000,000	  	
	 Stamford, CT 06905
	  		  	
	 Attention: Private Placements
	  		  	
	 Phone Number: (203) 708-3300
	  		  	
	 Fax Number: (203) 708-3308
	  		  	
	 Email: GNW.privateplacements@genworth.com
	  		  	

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

			
	 The Bank of New York

	 ABA #:
	  	 021000018

	 Account #:
	  	 IOC566

	 SWIFT Code:
	  	 IRVTUS3N

	 Account Name:
	  	 Private Placement Income Collection Account

	 Attention:
	  	 PP P & I Department

	 Reference:
	  	 GLICNY / LNYSPDA

		  	 CUSIP/PPN & Security Description, and Identify Principal & Interest

		  	 Amounts

	 And By Email:
	  	 treasppbkoffice@genworth.com

	 Fax:
	  	 (804) 662-7777


 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 (If available, an electronic copy is
additionally requested. Please send to the following e-mail address: GNW.privateplacements@genworth.com):  

Genworth Financial, Inc. 

Account: Genworth Life Insurance Company of New York 

3001 Summer Street, 2nd Floor 

Stamford, Connecticut 06905 

Attn: Private Placements 

Telephone: (203) 708-3300 

Fax: (203) 708-3308 

  
 B-20 








 All corporate actions, including payments and prepayments, should be sent to the above
address with copies to (If available, an electronic copy is additionally requested. Please send to the following e-mail address: GNWInvestmentsOperations@genworth.com): 

Genworth Financial, Inc. 

Account: Genworth Life Insurance Company of New York 

3001 Summer Street 

Stamford, Connecticut 06905 

Attention: Trade Operations 

Telephone Number: (203) 708-3300 

Fax: (203) 708-3308 

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 19266 

Newark, New Jersey 07195 

Attention: PP P&I Department 

Ref: GLICNY        , CUSIP/PPN & Security Description 

P&I Contact: Purisima Teylan – (718) 315-3035 

Name of Nominee in which Notes are to be issued: HARE & CO.  

Taxpayer I.D. Number: 22-2882416 
 Physical Delivery of Note:

 The Bank of New York 

One Wall Street 

Window A, 3rd Floor 

New York, New York 10286 

Ref: GLICNY    /    LNYSPDA Account #140151 

  
 B-21 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	 NAME AND ADDRESS OF PURCHASER
	  	OF NOTES TO BE PURCHASED
			
		  	Series A	  	Series B
	 GENWORTH LIFE AND ANNUITY INSURANCE
COMPANY
	  	$0	  	$5,000,000
	 c/o Genworth Financial, Inc.
	  		  	$5,000,000
	 3001 Summer Street, 2nd Floor
	  		  	
	 Stamford, CT 06905
	  		  	
	 Attention: Private Placements
	  		  	
	 Phone Number: (203) 708-3300
	  		  	
	 Fax Number: (203) 708-3308
	  		  	
	 Email: GNW.privateplacements@genworth.com
	  		  	

 Payments 
 All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 
 The
Bank of New York 
 ABA #021000018 

Account #: IOC566 

SWIFT Code: IRVTUS3N 

Account Name: Private Placement Income Collection Account 

Attn: PP P&I Department 

Reference: GLAIC / LADAFIA 

  Account 148820 

CUSIP/PPN and Security Description, and Identify Principal and Interest Amounts 

And By Email:     treasppbkoffice@genworth.com 

Fax:                      (804) 662-7777 

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 (If available, an electronic copy is additionally requested. Please send to
the following e-mail address: GNW.privateplacements@genworth.com):  

  
 B-22 








 Genworth Financial, Inc. 

Account: Genworth Life and Annuity Insurance Company 

3001 Summer Street, 2nd Floor 

Stamford, CT 06905 

Attn: Private Placements 

Telephone: (203) 708-3300 

Fax: (203) 708-3308 

All corporate actions, including payments and prepayments, should be sent to the above address with copies to (If available, an
electronic copy is additionally requested. Please send to the following e-mail address: GNWInvestmentsOperations@genworth.com): 

Genworth Financial, Inc. 

Account: Genworth Life and Annuity Insurance Company 

3001 Summer Street 

Stamford, CT 06905 

Attn: Trade Operations 

Telephone: (203) 708-3300 

Facsimile: (203) 708-3308 

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 19266 

Newark, New Jersey 07195 

Attention: PP P&I Department 

Ref: GLAIC        , Account 127459 CUSIP/PPN & Security Description 

P&I Contact: Purisima Teylan – (718) 315-3035 

Name of Nominee in which Notes are to be issued: HARE & CO., LLC  

Taxpayer I.D. Number: 54-0283385 
 Deliver Notes to: 

The Bank of New York 

One Wall Street 

Window A, 3rd Floor 

New York, NY 10286 

Ref: GLAIC / LADAFIA, Account #148820 

  
 B-23 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	KNIGHTS OF COLUMBUS	  	$0	  	$15,000,000
	 One Columbus Plaza
	  		  	
	 New Haven, CT 06510-3326
	  		  	
	 Attention: Investment Accounting Department - 14th Floor
	  		  	

 Payments 
 All
payments on or in respect of the Notes held by such purchaser shall be made by wire transfer of immediately available funds to: 

Bank of New York 

ABA #021000018 

CREDIT A/C: GLA111566 

ATTN: P&I Dept 

A/C Name: Knights of Columbus Life Account 

Account#: 2007008400 

P & I Breakdown:
                                        

 Reference: Retail Properties of America, Inc., 4.58% Senior Notes, Series B, due 

June 30, 2024, PPN 76131V A@2 

Notices 
 All notices and communications should be emailed and
mailed to: 
 E-Mail: Investments@kofc.org, sarah.capozzo@kofc.org 

Knights of Columbus 

Life Account #2007008400 

Attention: Sarah Capozzo, Investment Department, 19th Floor 

One Columbus Plaza 

New Haven, CT 06510-3326 

Phone: 203-752-4127, Fax: 203-752-4117 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer
I.D. Number: 06-0416470 

  
 B-24 








 Deliver Notes to: 

The Bank of New York Mellon 

One Wall Street 

3rd Floor, Window A 

New York, NY 10286 

Attn: Mary Wong, Assistant Treasurer - Physical Delivery (212) 635-1003 

Reference: Knights of Columbus Life Account # 200700 

  
 B-25 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	KNIGHTS OF COLUMBUS	  	$0	  	$10,000,000
	 One Columbus Plaza
	  		  	
	 New Haven, CT 06510-3326
	  		  	
	 Attention: Investment Accounting Department - 14th Floor
	  		  	

 Payments 
 All
payments on or in respect of the Notes held by such purchaser shall be made by wire transfer of immediately available funds to: 

Bank of New York 

ABA #021000018 

CREDIT A/C: GLA111566 

ATTN: P&I Dept 

A/C Name: Knights of Columbus FPA Account 

Account#: 2010478400 

P & I Breakdown:
                                        

 Reference: Retail Properties of America, Inc., 4.58% Senior Notes, Series B, due 

June 30, 2024, PPN 76131V A@2 

Notices 
 All notices and communications should be emailed and
mailed to: 
 E-Mail: Investments@kofc.org, sarah.capozzo@kofc.org 

Knights of Columbus 

FPA Account #2010478400 

Attention: Sarah Capozzo, Investment Department, 19th Floor 

One Columbus Plaza 

New Haven, CT 06510-3326 

Phone: 203-752-4127, Fax: 203-752-4117 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer
I.D. Number: 06-0416470 

  
 B-26 








 Deliver Notes to: 

The Bank of New York Mellon 

One Wall Street 

3rd Floor, Window A 

New York, NY 10286 

Attn: Mary Wong, Assistant Treasurer - Physical Delivery (212) 635-1003 

Reference: Knights of Columbus FPA Account # 201047 

  
 B-27 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	JACKSON NATIONAL LIFE INSURANCE COMPANY	  	$20,000,000	  	$0
	 One Corporate Way
	  		  	
	 Lansing, Michigan 48951
	  		  	

 Payments 

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

The Bank of New York Mellon 

ABA #021-000-018 

BNF Account #: IOC566 

Reference: 187243, CUSIP / PPN 76131V A*4, Description and Breakdown (P&I) 

Notices 
 Original documents and
copies of notes and certificates, notices, waivers, amendments and consents should be sent to: 
  

	(a)	 PPM America, Inc. 



225 West Wacker Drive, Suite 1200 

Chicago, IL 60606-1228 

Attn: Private Placements—Elena Unger 

Phone: (312) 634-7853 

Fax: (312) 634-0054 

Email: elena.unger@ppmamerica.com 

Email: PPMAPrivateReporting@ppmamerica.com 

Financial information should be sent to: 
  

			
	 (a)    PPM America, Inc.
	  	 (b)    Jackson National Life Insurance Company

	 225 West Wacker Drive, Suite 1200
	  	 One Corporate Way

	 Chicago, IL 60606-1228
	  	 Lansing, MI 48951

	 Attn: Private Placements—Elena Unger
	  	 Attn: Investment Accounting—Mark Stewart

	 Phone: (312) 634-7853
	  	 Phone: (517) 367-3190

	 Fax: (312) 634-0054
	  	 Fax: (517) 706-5503

	 Email:
	  	
	 PPMAPrivateReporting@ppmamerica.com
	  	


  
 B-28 








 Payment notices should be sent to: 

Jackson National Life Insurance Company 

c/o The Bank of New York Mellon 

Attn: P&I Department 

P.O. Box 19266 

Newark, New Jersey 07195 

Phone: (718) 315-3035 

Fax: (718) 315-3076 
 Name
of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 38-1659835 

Deliver Notes to: 
 The
Bank of New York Mellon 
 Special Processing - Window A 

One Wall Street, 3rd Floor 

New York, New York 10286 

Ref: JNL - JNL GIC, A/C # 187243 

  
 B-29 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN	  	$0	  	$3,600,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, Minnesota 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 The Notes being purchased for Farm Bureau Life Insurance Company of Michigan should be registered in the name
of Farm Bureau Life Insurance Company of Michigan. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler, LLP. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Farm Bureau Life Insurance Company of Michigan 

Attn: Steve Harkness 

7373 West Saginaw Highway 

Lansing, MI 48917 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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: 

Farm Bureau Life Insurance Company of Michigan 

c/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 38-6056370 

  
 B-30 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	COLORADO BANKERS LIFE INSURANCE COMPANY	  	$0	  	$700,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 The Notes being purchased for Colorado Bankers Life 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. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Colorado Bankers Life Insurance Company 

Attn: Tara J. Mason 

300 E. Randolph Street 

39th Floor, 39.303C 

Chicago, IL. 60601 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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: 

Colorado Bankers Life Insurance Company 

c/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 84-0674027 

  
 B-31 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	CATHOLIC UNITED FINANCIAL	  	$0	  	$700,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 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. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Catholic United Financial 

Attn: Joe Mickelson 

3499 West Lexington Avenue 

St. Paul MN, 55126-8098 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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 Advantus Capital 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 prior to Closing. 
 Tax I.D.: 41-0182070 

  
 B-32 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.	  	$0	  	$1,500,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 The Notes being purchased for Blue Cross and Blue Shield of Florida, Inc. should be registered in the nominee
name of “MAC & CO., LLC”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler, LLP. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Blue Cross and Blue Shield of Florida 

Attn: Quent Herring 

4800 Deerwood Campus Parkway 

DCC1-6 

Jacksonville, FL 32246 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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: 

Blue Cross and Blue Shield of Florida, Inc. 

c/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 59-2015694 

  
 B-33 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 DEARBORN NATIONAL LIFE INSURANCE COMPANY
	  	$0	  	$1,500,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 The Notes being purchased for Dearborn National Life 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. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Dearborn National Life Insurance Company 

Attn: Tara J. Mason 

300 E. Randolph Street 

39th Floor, 39.303C 

Chicago, IL. 60601 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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: 

Dearborn National Life Insurance Company 

c/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 36-2598882 

  
 B-34 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	DEARBORN NATIONAL LIFE INSURANCE COMPANY	  	$0	  	$1,500,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 The Notes being purchased for Dearborn National Life 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. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Dearborn National Life Insurance Company 

Attn: Tara J. Mason 

300 E. Randolph Street 

39th Floor, 39.303C 

Chicago, IL. 60601 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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: 

Dearborn National Life Insurance Company 

c/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 36-2598882 

  
 B-35 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	CINCINNATI LIFE INSURANCE COMPANY	  	$0	  	$2,000,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

 The Notes being purchased for Cincinnati Life Insurance Company should be registered in the name of
Cincinnati Life Insurance Company. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler, LLP. 

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Cincinnati Life Insurance Company 

Attn: Michael Abrams 

6200 S. Gilmore Road 

Fairfield, OH 45014-5141 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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: 

Cincinnati Life Insurance Company 

C/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 31-1213778 

  
 B-36 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	CATHOLIC LIFE INSURANCE	  	$0	  	$1,500,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, MN 55101
	  		  	
	 Attn: Client Administrator
	  		  	

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

Closing documents (prefer CD-ROM, if available) should be sent to the following address: 

Catholic Life Insurance 

Attn: Thomas Petri 

1635 N.E. Loop 410 

San Antonio, TX 78209 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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 Life Insurance 

c/o Advantus Capital 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 prior to Closing. 
 Tax I.D.: 74-0548665 

  
 B-37 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	MINNESOTA LIFE INSURANCE COMPANY	  	$0	  	$7,000,000
	 c/o Advantus Capital Management, Inc.
	  		  	
	 400 Robert Street North
	  		  	
	 St. Paul, Minnesota 55101
	  		  	
	 Fax No. (651) 223-5029
	  		  	

 The Notes being purchased on behalf of Minnesota Life Insurance Company should be registered in the name of
Minnesota Life Insurance Company. The address to which the original Note and closing documents should be sent is as follows: 

Minnesota Life Insurance Company 

c/o Advantus Capital Management, Inc. 

Attention: Kathleen Posus 

400 Robert Street North 

St. Paul, Minnesota 55101 

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.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 Advantus Capital 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 prior to Closing. 
 Tax I.D.: 41-0417830 

  
 B-38 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	ACCC INSURANCE COMPANY	  	$0	  	$365,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



US Bank 

ABA #091000022 

A/C #180183083765 

FFC: ACCC Insurance Company 

A/C #001050971201 

Reference cusip # and P&I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



ACCC Insurance Company 

Attn: Mr. Phil Bither 

420 Lockhaven 

Houston, TX 77073 
  

	(3)	 All notices of payments and all other correspondence to: 



U.S. Bank Institutional Trust & Custody 

Bob Hewston 

Assistant Vice President, Account Manager 

2204 Lakeshore Drive Suite 302 

EX-AL-WWPH 

Birmingham, AL 35209 

Direct: 205-802-5519 

Fax: 205-802-5515 

RightFax: 866-457-6524 

robert.hewston@usbank.com 

  
 B-39 








 AND 

AAM 

30 West Monroe Street – 3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Band & Co  

Taxpayer I.D. Number: 39-6039160 
 Original Notes delivered
to: 
 US Bank 

1555 N. River Center Drive 

Suite 302 
 Milwaukee,
WI 53212 
 Attn: Kelly Wilson Securities Processing 

for Acct# 001050971201 

PH # 414-905-6580 

  
 B-40 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	AMERICAN HOME LIFE INSURANCE COMPANY	  	$0	  	$400,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Comerica Bank 

ABA # 072000096 

Credit GL A/C 2158598530 

F/B/O American Home Life Insurance Company 

Deposit to Account # 1085017804 

Attn: Jonathan Allen or Ben Tyler 313-222-7157 

REFERENCE CUSIP # PAY DATE, REGISTERED NAME AND P&I 

BREAKDOWNS 
 Notices 

 

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



The American Home Life Insurance Company 

400 S. Kansas Avenue 

Topeka, KS 66601 

Attn: Mr. Adam Heiman, Treasurer 

AND 

Comerica Bank 

Attn: Randy Browning, Mail Code 3462 

P.O. Box 75000 

Detroit, Michigan 48275-3462 

313-222-5939 

  
 B-41 









	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street – 3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Calhoun & Co  

Taxpayer I.D. Number: 38-6055051 
 Original Notes delivered
to: 
 Comerica Bank 

Attn: Receipt Coordinator, Mail Code 3404 

411 West LaFayette 

Detroit, Michigan 48226-3120 

Tel: 313-222-0280 
 Fax:
313-222-7117 

  
 B-42 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	ATLANTIC COAST LIFE INSURANCE COMPANY	  	$0	  	$200,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #16395200 

F/A/O Atlantic Coast Life Insurance Company 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Atlantic Coast Life Insurance Company 

1565 Sam Rittenberg Blvd 

P.O. Box 20010 

Charleston, SC 29413-0010 

Attn: George Scarborough 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-43 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number: 41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A # 16395200 

Atlantic Coast Life Insurance Company 

  
 B-44 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	BCBS BLUE BONNET LIFE INSURANCE COMPANY	  	$0	  	$105,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #16391303-BCBS Blue Bonnet Life 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



BCBS Blue Bonnet Life Insurance Company 

P.O. Box 1043 

Jackson, Mississippi 39215-1043 

Attn: Chris Toaster 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-45 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number:41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A #16391303 
 F/A BCBS
Blue Bonnet Life Insurance Company 

  
 B-46 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	BLUE CROSS BLUE SHIELD OF MISSISSIPPI, A MUTUAL INSURANCE COMPANY	  	$0	  	$525,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #16391302-BCBS MS Core 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



BCBS MS 

P.O. Box 1043 

Jackson, Mississippi 39215-1043 

Attn: Chris Toaster 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-47 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number:41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A #16391302 
 F/A BCBS
MS Core 

  
 B-48 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	BLUE CROSS BLUE SHIELD OF WYOMING	  	$0	  	$415,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #25038201 F/A/O: 

Blue Cross Blue Shield of Wyoming 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Blue Cross Blue Shield of Wyoming 

P.O. Box 2266 

Cheyenne, WY 82003 

Attn: Korrinne Duncan 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-49 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number: 41-6011836 
 Original
Notes delivered to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A # 25038201 
 Blue
Cross Blue Shield of Wyoming 

  
 B-50 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	BUILDERS MUTUAL INSURANCE COMPANY	  	$0	  	$575,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #20121706 

F/A/O- Builders Mutual Insurance Company 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Builders Mutual Insurance Company 

Attn: Wilson Abreu 

Senior Accountant II 

P.O. Box 15005 

Raleigh, NC 27624-0005 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-51 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number: 41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A #20121706 
 F/A
Builders Mutual Insurance Company 

  
 B-52 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	CENTRAL STATES HEALTH & LIFE COMPANY OF OMAHA	  	$0	  	$700,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



First National Bank of Omaha 

ABA #104000016 

A/C# 11090200401110 

FFC: Central States Health and Life #840005037 

Reference cusip number and P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Central States Health & Life Company of Omaha 

P.O. Box 34350 

Omaha, Nebraska 68103-0350 

Attn: Carol Weeder, Corporate Accounting 
  

	(3)	 All notices of payments and all other correspondence to: 



First National Bank of Omaha 

14010 FNB Parkway, SC 8144 

Omaha, Nebraska 68154 

Attn: Wealth Management 

jclouse@fnni.com 

  
 B-53 








 AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Firnbank Co  

Taxpayer I.D. Number: 47-6023583 
 Original Notes delivered
to: 
 C/O First National Bank of Omaha 

14010 FNB Parkway, Suite 410 

Omaha, NE 68197 
 Attn:
Julie Clouse 
 PH # 402-602-3427 

  
 B-54 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	DEGREE OF HONOR PROTECTIVE ASSOCIATION	  	$0	  	$265,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Bremer Bank Metro 

South St. Paul, MN 

Routing #/ABA: 096010415 

BNF (Beneficiary): Bremer Trust, N.A., Account # 0053660 

For Further Credit To: Degree of Honor Protective Association Custodial Agency 

Account #452507 

Reference name of asset, cusip and P&I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Degree of Honor Protective Association 

287 W. Lafayette Frontage Road, Suite 200 

St. Paul, MN 55107-3464 

Attn: Karen Patwell 

AND 

Degree of Honor Protective Association Custodial Agency 

Bremer Trust, N.A., Custodian 

Attention: Account Services 

P.O. Box 986 

St. Cloud, MN 56302-0986 

Trustaccountservices@bremer.com 

jmwalther@bremer.com 

  
 B-55 









	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 
  

			
	 Notes to be registered in the name of:
	  	 JAS & Co, as Nominee FBO Degree of Honor

		  	 Protective Association


 Taxpayer I.D. Number: 41-6192158 

Original Notes delivered to: 
 Bremer
Trust, N.A. 
 Attention: Jill Walther 

1100 West St. Germain Street 

St. Cloud, MN 56301 

  
 B-56 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	GLEANER LIFE INSURANCE SOCIETY	  	$0	  	$1,560,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #22500600 

F/A/O: Gleaner Life Insurance Society 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Gleaner Life Insurance Society 

5200 West US HWY 223 

P.O. Box 1894 

Adrian, Michigan 49221-7984 

Attn: Kaylene Warner 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-57 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number: 41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A #22500600 
 Gleaner
Life Insurance Society 

  
 B-58 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	GUARANTEE TRUST LIFE INSURANCE COMPANY	  	$0	  	$520,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



ABA #042000314 

Fifth Third Bank 

A/C #71575856 

FFC: #230038316085/Guarantee Trust Life 

Reference name of asset, cusip and P&I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Guarantee Trust Life Insurance Company 

1275 Milwaukee Avenue 

Glenview, IL 60025 

Attn: Mr. Art Fess 

AND 

Fifth Third Bank 

Trust Income, Maildrop 1MOB2G 

5001 Kingsley Drive 

Cincinnati, OH 45227 

ITMutualFunds/DepositoryIncome.Bancorp@53.com 

  
 B-59 









	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: LINK & CO  

Taxpayer I.D. Number: 31-6024208 
 Original Notes delivered
to: 
 Fifth Third Bank 

Attn: Jabbar Hallums 

MD 1MOB2J 
 5001
Kingsley Drive 
 Cincinnati, OH 45227 

PH # 513-358-6412 

  
 B-60 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	LIFECARE ASSURANCE COMPANY	  	$0	  	$4,000,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 PAYMENTS 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #16844500 

F/A/O LifeCare New York Ineligible 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



LifeCare Assurance 

21600 Oxnard Street 

Suite 1500 

Woodland Hills, CA 91367 

Attn: Marc Glickman 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-61 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number: 41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A #16844500 

LifeCare New York Ineligible 

  
 B-62 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	NATIONAL TEACHERS ASSOCIATES LIFE INSURANCE COMPANY	  	$0	  	$525,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Wells Fargo Bank Minnesota, N.A. 

ABA #121000248 

BNF=Trust Clearing Mpls 

BNFA=0000840245(use all 10 digits) 

OBI=FFC to A/C #24075700 

F/A/O: National Teachers Life Insurance Co. 

Reference cusip number & P & I Breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



National Teachers Associates Life Insurance Company 

Attn: Ray Martin, President and CEO 

4949 Keller Spring Road 

Addison, TX 75001 

AND 

If sent by regular mail: 

Wells Fargo Bank 

Lockbox 9919 

P.O. Box 1450 

Minneapolis, MN 55485 

  
 B-63 








 If sent by courier of Fed Ex: 

Wells Fargo Bank 

Lockbox 9919 

1350 Energy Lane 

Suite 200 

St. Paul, MN 55108 

shana.n.hansen@wellsfargo.com 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: EMSeg & CO  

Taxpayer I.D. Number: 41-6011836 
 Original Notes delivered
to: 
 Wells Fargo Bank Minnesota, N.A. 

MAC N9306-059 

Investors Building-5th Floor 

Security Control and Transfer 

733 Marquette Avenue 

Minneapolis, MN 55479 

F/A #24075700 

National Teachers Associates Life Insurance Co 

  
 B-64 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	NGM INSURANCE COMPANY	  	$0	  	$2,500,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



US Bank 

ABA #091000022 

A/C #180183083765 

FFC: NGM Insurance Company 

A/C #001050987630 

Reference cusip # and P&I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



NGM Insurance Company 

55 West Street 

Keene, NH 03431-7000 

Attn: Andrea Galea 
  

	(3)	 All notices of payments and all other correspondence to: 



U.S. Bank Institutional Trust & Custody 

Attn: Monica Williams 

1025 Connecticut Ave, N.W. 

Suite 517 

Washington, D.C 20036 

Monica.williams@usbank.com 

  
 B-65 








 AND 

AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Band & Co  

Taxpayer I.D. Number: 39-6039160 
 Original Notes delivered
to: 
 US Bank 

1555 N. River Center Drive 

Suite 302 
 Milwaukee,
WI 53212 
 Attn: Kelly Wilson Securities Processing 

for Acct# 001050987630 

PH # 414-905-6580 

  
 B-66 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 PENNSYLVANIA PROFESSIONAL LIABILITY JOINT UNDERWRITING
ASSOCIATION
	  	$0	  	$520,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



US Bank 

ABA #091000022 

A/C #180183083765 

FFC: Pennsylvania Professional Liability 

A/C # 1395003625 

Reference cusip # and P&I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Pennsylvania Professional Liability Joint Underwriting Association 

Attn: Susan Sersha-President 

2250 Hickory Pointe #125, Hickory Road 

Plymouth Meeting, PA 19462-1047 
  

	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

  
 B-67 








 AND 

U.S. Bank Institutional Trust & Custody 

50 South 16th Street – Suite 2000 

Attn: Carol Hopewell 

Philadelphia, PA 19102 

215-761-9337 

Carol.hopewell@usbank.com 
 Notes
to be registered in the name of: Band & Co  
 Taxpayer I.D. Number: 39-6039160 

Original Notes delivered to: 
 US Bank

 1555 N. River Center Drive 

Suite 302 
 Milwaukee,
WI 53212 
 Attn: Kelly Wilson / ref: 1395003625 

PH # 414-905-5671 

  
 B-68 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 PROTECTIVE LIFE AND ANNUITY INSURANCE
COMPANY
	  	$0	  	$780,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Hare & Co., LLC 

The Bank of New York 

ABA # 021000018 BNF IOC566 

FFC: Pennsylvania Professional Liability 

Attn: P&I Dept. 

FFC: a/c - Protective Life and Annuity Ins. Co. 

a/c # 247586 

Reference cusip and P & I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Hare & Co., LLC 

c/o The Bank of New York 

Attention: P&I Department 

P.O. Box 19266 

Newark, New Jersey 07195 

ppservicing@bnymellon.com 

AND 

Protective Life and Annuity Ins. Company 

187 Danbury Road 

Wilton, CT 06897 

Attn: Perry Braun, SVP Chief Inv. Officer 

  
 B-69 









	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Hare & Co., LLC  

Taxpayer I.D. Number: 13-6062916 
 Original Notes delivered
to: 
 The Bank of New York Securities Department 

One Wall Street 
 3rd
Floor – Window A 
 New York, New York 10286 

  
 B-70 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 PROTECTIVE LIFE INSURANCE COMPANY
	  	$0	  	$780,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Hare & Co., LLC 

c/o The Bank of New York 

ABA # 021000018 BNF IOC566 

Attn: P&I Dept. 

FFC: Protective Life Ins.-Wilton Re a/c #247595 

Reference cusip and P & I breakdown 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



Protective Life Insurance Co – Wilton Re US 

187 Danbury Road 

Wilton, CT 06897 

Attn: Perry Braun, SVP Chief Investment Officer 

AND 

Hare & Co., LLC 

c/o The Bank of New York 

Attention: P&I Department 

P.O. Box 19266 

Newark, New Jersey 07195 

ppservicing@bnymellon.com 

  
 B-71 









	(3)	 All notices of payments and all other correspondence to: 



AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Hare & Co., LLC  

Taxpayer I.D. Number: 13-6062916 
 Original Notes delivered
to: 
 The Bank of New York Securities Department 

One Wall Street 
 3rd
Floor – Window A 
 New York, New York 10286 

  
 B-72 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 STATE NATIONAL INSURANCE COMPANY
	  	$0	  	$265,000
	 c/o Asset Allocation & Management Company
	  		  	
	 30 West Monroe Street, 3rd Floor
	  		  	
	 Chicago, Illinois 60603-2405
	  		  	
	 Attention: Private Placement Department
	  		  	
	 Phone: (312) 263-2900
	  		  	
	 Email: privateplacements@aamcompany.com
	  		  	

 Payments 
  

	(1)	 All payments by wire transfer of immediately available funds to: 



Bank of New York 

ABA # 021000018 

Beneficial a/c # 0962848400 

Notices 
  

	(2)	 All notices of payments and written confirmations of such wire transfers to: 



State National Insurance Company 

1900 L Don Dodson 

Bedford, TX 76021 

Attn: Mr. David Hale 
  

	(3)	 All notices of payments and all other correspondence to: 



Frost Bank 

P.O. Box 2950 

San Antonio, TX 78299 

Attn: Maryann Gonzales T/8 

Maryann.gonzales@frostbank.com 

settlement@frostbank.com 

  
 B-73 








 AND 

AAM 

30 West Monroe Street 

3rd Floor 

Chicago, IL 60603-2405 

Attn: Private Placement Department 

(312) 263-2900 

privateplacements@aamcompany.com 

Notes to be registered in the name of: Hare & Co., LLC  

Taxpayer I.D. Number: 13-6062916 
 Original Notes delivered
to: 
 The Bank of New York 

One Wall Street 
 Window
A-3rd Floor 
 New York, New York 10286 

A/C Frost Bank Trust Securities 096284 

  
 B-74 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 THE GUARDIAN LIFE INSURANCE COMPANY OF
AMERICA
	  	$0	  	$13,000,000
	 7 Hanover Square
	  		  	
	 New York, NY 10004-2616
	  		  	
	 Attention: Brian Keating
	  		  	
	 Investment Department 9-A
	  		  	
	 Fax #: (212) 919-2658
	  		  	
	 Email: brian_keating@glic.com
	  		  	

 Payments 
 All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Retail Properties of America, Inc., 4.58% Senior Notes, Series B, due June 30, 2024, PPN
76131V A@2, principal, premium or interest”) to: 
 JP Morgan Chase 

FED ABA #021000021 

Chase/NYC/CTR/BNF 

A/C 900-9-000200 

Reference A/C #G05978, Guardian Life, CUSIP #76131V A@2, Retail Properties of America, Inc. 

Notices 
 Address for all communications and notices: 

The Guardian Life Insurance Company of America 

7 Hanover Square 

New York, NY 10004-2616 

Attn: Brian Keating 

Investment Department 9-A 

FAX # (212) 919-2658 

Email address: brian_keating@glic.com 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer
I.D. Number: 13-5123390 

  
 B-75 








 Original Notes delivered to: 

JP Morgan Chase Bank, N.A. 

4 Chase Metrotech Center - 3rd Floor 

Brooklyn, NY 11245-0001 

Reference A/C #G05978, Guardian Life 

  
 B-76 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 THE GUARDIAN INSURANCE & ANNUITY COMPANY,
INC.
	  	$0	  	$2,000,000
	 c/o The Guardian Life Insurance Company of America
	  		  	
	 7 Hanover Square
	  		  	
	 New York, NY 10004-2616
	  		  	
	 Attention: Brian Keating
	  		  	
	 Investment Department 9-A
	  		  	
	 Fax #: (212) 919-2658
	  		  	
	 Email: brian_keating@glic.com
	  		  	

 Payments 
 All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Retail Properties of America, Inc., 4.58% Senior Notes, Series B, due June 30, 2024, PPN
76131V A@2, principal, premium or interest”) 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 A@2, Retail Properties of America, Inc. 

Notices 
 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: Brian Keating 

Investment Department 9-A 

FAX # (212) 919-2658 

Email address: brian_keating@glic.com 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer
I.D. Number: 13-2656036 

  
 B-77 








 Original Notes 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 

  
 B-78 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 ENSIGN PEAK ADVISORS, INC.
	  	$10,000,000	  	$0
	 50 East North Temple Street
	  		  	
	 Salt Lake City, Utah 84150
	  		  	
	 Attention: Matthew D. Dall

privateplacements@ensignpeak.org
	  		  	

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

Zions First National Bank 

ABA #124000054 

Account Name: Ensign Peak Advisors, Inc. 

Account Number: 01-20001-3 

Ref: “Accompanying information below” 

Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate, issuance date and
final maturity date) of the Notes on account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. 

Notices 
 All notices with respect to payments
and written confirmation of each such payment to be addressed: 
 Ensign Peak Advisors, Inc. 

50 East North Temple Street, Room 1514 

Salt Lake City, Utah 84150 

Attention: Custody 

Email: custody@ensignpeak.org 

Phone: 801-240-1066 

All other notices and communications to be addressed as first provided above. 

Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 84-1432969 

  
 B-79 








 Notes should be delivered to: 

Ensign Peak Advisors, Inc. 

50 East North Temple Street 

Salt Lake City, Utah 84150 

Attention: Scott Colton 

  
 B-80 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 CMFG LIFE INSURANCE COMPANY
	  	$0	  	$6,000,000
	 c/o MEMBERS Capital Advisors, Inc.
	  		  	
	 5910 Mineral Point Road
	  		  	
	 Madison, Wisconsin 53705-4456
	  		  	
	 Attn: Private Placements
	  		  	
	 Email: ds-privateplacements@cunamutual.com
	  		  	

 Payments 
 By
bank wire transfer of Federal or other immediately available funds (identifying each payment as to issuer, security (including interest rate and maturity date), and principal or interest) to: 

ABA: 011000028 

Bank: State Street Bank 

Account Name: CMFG Life Insurance Company 

DDA #: 1662-544-4 

Reference Fund: ZT1E 

Nominee name: TURNKEYS +CO 

Payments 
 ABA: 011000028 

Bank: State Street Bank 

Account Name: CMFG Life Insurance Company 

DDA #: 1662-544-4 

REFERENCE FUND: ZT1E (Must be first 4 digits of reference section / Can include Nominee name here) 

Nominee Name: TURNKEYS + CO* 
  

	*	 Please do not use nominee name in jurisdictions where withholding tax problem. 



Notices 
 All notices of payments, written
confirmations, audit confirmations and Financials shall be EMAILED to: 
 DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM 

All Legal communication shall be EMAILED to: 

DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM 

RALPH.GUNDRUM@CUNAMUTUAL.COM 

  
 B-81 








 Name of Nominee in which Notes are to be issued: TURNKEYS + CO 

Taxpayer I.D. Number for TURNKEYS + CO: 03-0400481 

Taxpayer I.D. Number for CMFG Life Insurance Company: 39-0230590 

UK Passport Treaty #: 13/C/312672/DTTP 

Physical Delivery: 
 DTCC 

Newport Office Center 

570 Washington Blvd 

Jersey City, NJ 07310 

5th Floor/NY Window/Robert Mendez 

FBO: State Street Bank & Trust for account ZT1E (TURNKEYS + CO) 

  
 B-82 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 FIDELITY & GUARANTY LIFE INSURANCE
COMPANY
	  	$5,000,000	  	$0
	 Attention: Investments
	  		  	
	 1001 Fleet Street
	  		  	
	 6th Floor
	  		  	
	 Baltimore, MD 21202
	  		  	
	 Email: privateplacements@fglife.com
	  		  	

 Payments 
 All
payments of principal and interest on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 

Citibank, N.A., New York, NY 

ABA 021000089 

Credit Account 09250276 

Account Name: BBH Co. 

Account number: 8039679 

Account name: FGLIC BMA PP FIA 

Regarding: Retail Properties of America, Inc., 4.12% Senior Notes, Series A, due June 30, 2021, CUSIP 76131V A*4 

Due date and application (as among principal, premium and interest) of the payment being made. 

Notices 
 Notices with respect to payments and
prepayments, to be addressed: 
 Fidelity & Guaranty Life Insurance Company 

Attention: Treasury 

1001 Fleet Street 

6th Floor 

Baltimore, MD 21202 

Tel: (410) 895-0100 

Email: privateplacements@fglife.com 

  
 B-83 








 All other notices and communications to be addressed: 

Fidelity & Guaranty Life Insurance Company 

Attention: Investments 

1001 Fleet Street 

6th Floor 

Baltimore, MD 21202 

With a copy sent electronically to:  

privateplacements@fglife.com  

and with a copy of any notices regarding Defaults or Events of Defaults under the operative documents to: 

Attention: General Counsel 
 Name
of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 52-6033321 

Deliver Notes to: 
 Brown Brother
Harriman & Co. 
 Physicals: BBH New York Vault 

140 Broadway St. 
 New
York, NY 10005-1101 
 For account FGLIC BMA PP FIA, #8039679 

  
 B-84 









					
	 	  	PRINCIPAL AMOUNT AND SERIES
	NAME AND ADDRESS OF PURCHASER	  	OF NOTES TO BE PURCHASED
			
	 	  	Series A	  	Series B
	 STATE OF WISCONSIN INVESTMENT BOARD
	  	$0	  	$4,000,000
	 121 East Wilson Street
	  		  	
	 Madison, Wisconsin 53703
	  		  	

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

 Payments 
 All payments are to be made on or before 11:00
a.m. local time on each payment date in immediately available funds to: 
 FEDERAL RESERVE BANK OF BOSTON 

ABA #011-00-1234 

For the account of the State of Wisconsin Investment Board 

DDA #0000064300 

Attn: Cost Center 1195 

For: SWBF0335002, Retail Properties of America, Inc., 4.58% Senior Notes, Series B, due June 30, 2024, CUSIP 76131V A@2

 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 

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 

  
 B-85 








 Street Address 

State of Wisconsin Investment Board 

121 East Wilson Street 

Madison, Wisconsin 53703 

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

Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 39-6006423 
 Deliver
Notes to: 
 Ms. Mai Thor 

Accounting Specialist 

State of Wisconsin Investment Board 

121 East Wilson Street 

Madison, Wisconsin 53707-7842 

  
 B-86 








 IMMATERIAL SUBSIDIARIES 

University Heights University Square, L.L.C., a Delaware limited liability company. 

SCHEDULE S-1 
 (to
Note Purchase Agreement)