Common use of Good Standing of the Operating Partnership Clause in Contracts

Good Standing of the Operating Partnership. (i) The Operating Partnership is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of the subsidiaries of the Operating Partnership has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iii) each of the Operating Partnership and its subsidiaries has full power and authority (corporate or other) to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and (iv) each of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization and is in good standing under the laws of each jurisdiction which requires such qualification, except in the cases of clauses (ii), (iii) and (iv) above, where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operating Partnership or any of its subsidiaries and referred to in the Registration Statement, the General Disclosure Package and the Prospectus. All outstanding partnership interests of the Operating Partnership have been duly authorized and validly issued.

Good Standing of the Operating Partnership. (i) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of has the subsidiaries of the Operating Partnership has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iii) each of the Operating Partnership and its subsidiaries has full requisite limited partnership power and limited partnership authority (corporate to directly or other) to own or leaseindirectly own, as lease and operate the case may beProperties, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the ProspectusProspectus and enter into and perform its obligations under this Agreement, and (iv) each of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization limited partnership to transact business and is in good standing under in each other jurisdiction in which such qualification is required, whether by reason of the laws ownership or leasing of each jurisdiction which requires such qualificationproperty or the conduct of business, except in the cases of clauses (ii), (iii) and (iv) above, where the failure so to be so incorporated or organized or so validly existing and in good standing, to have such power or authority qualify or to be so qualified or in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a material adverse effect on Material Adverse Effect. The Company is the condition (financial or otherwise), results of operations, business, properties or prospects sole general partner of the Operating Partnership. At the Closing Time, the Amended and Restated Agreement of Limited Partnership and its subsidiaries taken of the Operating Partnership, as a wholeamended (the “Operating Partnership Agreement”), whether or not arising from transactions in the ordinary course form filed or incorporated by reference as an exhibit to the Registration Statement, is in full force and effect, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject to general principles of business (a “Material Adverse Effect”)equity and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies thereunder. Except The Company owns all of its outstanding OP Units free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as otherwise set forth described in the Registration Statement, the General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operating Partnership or any of its subsidiaries and referred to in the Registration Statement, the General Disclosure Package and the Prospectus. All outstanding partnership interests of the Operating Partnership have been duly authorized and validly issued.

Good Standing of the Operating Partnership. (i) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of the subsidiaries of the Operating Partnership has been is duly incorporated or organized qualified to do business and is validly existing and in good standing under the laws of the as a foreign limited partnership in each jurisdiction in which it is chartered its ownership or organizedleasing of property or the operation of its properties or the conduct of its business requires such qualification, (iii) each of except where the Operating Partnership failure so to qualify or to be in good standing would not result in a Material Adverse Effect, and its subsidiaries has full power and authority (corporate or other) necessary to own or lease, as the case may be, its properties and to operate its properties and conduct its business as described in the partnership agreement and the Registration Statement, Statement and the General Disclosure Package Prospectus and to enter into and perform its obligations under this Agreement; except as otherwise disclosed in the Registration Statement and the Prospectus, the issued and (iv) each of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization and is in good standing under the laws of each jurisdiction which requires such qualification, except in the cases of clauses (ii), (iii) and (iv) above, where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operating Partnership or any of its subsidiaries and referred to in the Registration Statement, the General Disclosure Package and the Prospectus. All outstanding partnership equity interests of the Operating Partnership (the “OP Units”) have been duly authorized and validly issuedissued and have been offered and sold or exchanged in compliance in all material respects with all applicable laws (including, without limitation, federal or state securities laws) and the OP Units owned by the Company are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (a “Lien”); none of the outstanding equity interests of the Operating Partnership were issued in violation of the preemptive or similar rights of any securityholder of the Operating Partnership. Except (A) as set forth in the Registration Statement and the Prospectus, (B) for subsequent unregistered issuances that would not be required to be disclosed pursuant to the Exchange Act, the Securities Act or any regulation promulgated thereunder, assuming such securities were equity securities of the Company and (C) for securities convertible into or exchangeable for OP Units and outstanding options, rights (preemptive or otherwise) and warrants to purchase or subscribe for OP Units issued to the Company in connection with the Company’s issuance of securities convertible into or exchangeable for Common Shares and outstanding options, rights (preemptive or otherwise) and warrants to purchase or subscribe for Common Shares, there are no outstanding OP Units or securities convertible into or exchangeable for any OP Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for OP Units or other securities of the Operating Partnership. The terms of the OP Units conform in all material respects to statements and descriptions related thereto contained in the Registration Statement and the Prospectus. The Company is the sole general partner of the Operating Partnership. As of the date given in the Prospectus, the aggregate percentage interest of the Company in the Operating Partnership is as set forth in the Prospectus.

Good Standing of the Operating Partnership. (i) The Operating Partnership is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of the subsidiaries of the Operating Partnership has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iii) each of the Operating Partnership and its subsidiaries has full power and authority (corporate or other) to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and (iv) each of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization and is in good standing under the laws of each jurisdiction which requires such qualification, except in the cases of clauses (ii), (iii) and (iv) above), where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operating Partnership or any of its subsidiaries and referred to in the Registration Statement, the General Disclosure Package and the Prospectus. All outstanding partnership interests of the Operating Partnership have been duly authorized and validly issued.

Good Standing of the Operating Partnership. (i) The Operating Partnership is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of the subsidiaries of the Operating Partnership has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iii) each of the Operating Partnership and its subsidiaries has full power and authority (corporate or other) to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and (iv) each of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization and is in good standing under the laws of each jurisdiction which requires such qualification, except in the cases of clauses (ii), (iii) and (iv) above), where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and other than with respect to third party interests in NP/I&G Institutional Retail Operating Partnership II LLC and Brixmor/IA JV, LLC (collectively, the “JVs”) disclosed to the Underwriters, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operating Partnership or any of its subsidiaries and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and any such interests claims, liens or encumbrances arising under or pursuant to the agreements governing the JVs. All outstanding partnership interests of the Operating Partnership have been duly authorized and validly issued.

Good Standing of the Operating Partnership. (i) The Operating Partnership is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of the subsidiaries of the Operating Partnership has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iii) each of the Operating Partnership and its subsidiaries has full power and authority (corporate or other) to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and (iv) each of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization and is in good standing under the laws of each jurisdiction which requires such qualification, except in the cases of clauses (ii), (iii) and (iv) above), where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and other than with respect to third party interests in NP/I&G Institutional Retail Operating Partnership II LLC (the “JV”) disclosed to the Underwriters, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operating Partnership or any of its subsidiaries and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and any such interests claims, liens or encumbrances arising under or pursuant to the agreements governing the JV. All outstanding partnership interests of the Operating Partnership have been duly authorized and validly issued.

Good Standing of the Operating Partnership. (i) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each is duly qualified as a foreign limited partnership for the transaction of the subsidiaries of the Operating Partnership has been duly incorporated or organized business and is validly existing and in good standing under the laws of the each other jurisdiction in which it is chartered owns or organizedleases properties or conducts any business so as to require such qualification in such jurisdiction, (iii) each of except where the Operating Partnership failure to so qualify or to be in good standing would not have a Material Adverse Effect, and its subsidiaries has full the power and authority (corporate or other) necessary to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the ProspectusProspectus and to enter into and perform its obligations (i) under this Agreement and the Operative Documents, to the extent it is a party to such agreements, and (ivii) each in connection with the Formation Transactions. The Company, immediately following the Formation Transactions, will be the sole general partner of the Operating Partnership and its subsidiaries is duly qualified to do business as a foreign corporation or organization and is in good standing under at the laws Closing Date, the Agreement of each jurisdiction which requires such qualification, except in the cases of clauses (ii), (iii) and (iv) above, where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects Limited Partnership of the Operating Partnership and its subsidiaries taken as a wholePartnership, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except form filed as otherwise set forth in an exhibit to the Registration Statement, will be in full force and effect, and the aggregate percentage interests of the Company and the limited partners in the Operating Partnership will be as set forth in the General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests or membership units provided that to the extent any portion of the Operating Partnership’s subsidiaries are owned by Underwriters’ option to purchase Optional Securities is exercised as of the Closing Date, the percentage interest of such partners in the Operating Partnership either directly or through wholly-owned subsidiaries free and clear will be adjusted accordingly and, additionally, to the extent any portion of any perfected security interest or any other security interestssuch option is exercised subsequent to the Closing Date, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect the Company will contribute the proceeds from the sale of indebtedness of the Optional Securities to the Operating Partnership or any in exchange for a number of its subsidiaries and referred OP Units equal to in the Registration Statement, the General Disclosure Package and the Prospectus. All outstanding partnership interests number of the Operating Partnership have been duly authorized and validly Optional Securities issued.