Investments; Asset Mix. 7.2.1. The REIT shall not at any time make or own any Investment in any Person, or purchase, lease or own any other asset or property, except in (a) the Borrower, (b) any Capital Stock of the Consolidated Entities (other than the Borrower) listed in SCHEDULE 5.4. on the Closing Date, or any Capital Stock of any Consolidated Entity (including a Bankruptcy Remote Entity) formed or acquired after the Closing Date and added to SCHEDULE 5.4. in accordance with Section 10.2.2., PROVIDED that such Investment in such formed or acquired Consolidated Entity shall not exceed one percent (1%) of the Capital Stock of such Consolidated Entity, and (c) any cash or other property that is being distributed to the shareholders of the REIT substantially contemporaneous with the REIT's receipt of such property from the Borrower. 7.2.2. The Borrower shall not at any time make or own any Investment in any Person, or purchase, lease or own any Real Property or other asset, except that the Borrower may own or lease the following, subject to the limitations set forth below: ASSET TYPE LIMITATION ON VALUE FOR EACH ASSET TYPE ---------- --------------------------------------- 1. Wholly-Owned Retail Properties Unlimited (other than Retail Property Under Construction) 2. Wholly-Owned Raw Land that is 5% of Gross Asset Value not under development and for which no development is planned to commence within 12 months after the date on which it was acquired 3. Wholly-Owned Real Property 5% of Gross Asset Value (other than Retail Properties, Retail Properties Under Construction or Raw Land referred to in clause 2.) 4. Wholly-Owned Capital Stock of 5% of Gross Asset Value, PROVIDED any corporation (other than any that the Borrower may hold Capital Person (a "WHOLLY-OWNED ENTITY") Stock of corporate Subsidiaries at least 99% of the Capital formed to acquire one or more Stock of which is held of record Retail Properties if, together and beneficially by the Borrower with any other Capital Stock, and the balance of the Capital holdings in such Capital Stock do Stock of which (if any) is held not exceed 30% of Gross Asset Value of record and beneficially by the REIT (or any wholly-owned Subsidiary of the REIT)) 5. Wholly-Owned Mortgage Loans; 15% of Gross Asset Value PROVIDED that the mortgage or deed of trust securing any such Mortgage Loan is a first priority mortgage or deed of trust 6. Wholly-Owned Capital Stock of 40% of Gross Asset Value Joint Ventures (other than corporations or Wholly-Own...

Investments; Asset Mix. Except as permitted under SECTION 7.1(a), the Borrower shall not at any time make, own or otherwise hold any Investment in any Person, or purchase, lease or own any Real Property or other asset, except that the Borrower and the Consolidated Entities, in the aggregate and on a consolidated basis, may own or lease the following, subject to the limitations set forth below: ASSET TYPE LIMITATION ON VALUE ---------- FOR EACH ASSET TYPE AT THE TIME OF DETERMINATION -------------------- 1. Wholly-Owned Retail Property Unlimited 2. Wholly-Owned Land which is not 5% of Gross Asset part of an existing improved Value development 3. Wholly-Owned Foreign Property 5% of Gross Asset Value 4. Wholly-Owned Real Property 20% of Gross Asset (other than Retail Properties Value or Land referred to in paragraph 2, above) 5. Wholly-owned Capital Stock of 10% of Gross Asset corporations Value 6. Investment Mortgages 15% of Gross Asset Value 7. Ownership Interest in 15% of Gross Asset Unconsolidated Joint Ventures Value Notwithstanding the foregoing, Investments and other assets in the foregoing categories 2 through 7 may not, in the aggregate exceed, at any time, 25% of Gross Asset Value. All values of Investments and other assets shall be the original cost of such Investments and assets, except as otherwise expressly provided.

Investments; Asset Mix. Except as permitted under Section 7.1(a), the Borrower shall not at any time make, own or otherwise hold any Investment in any Person, or purchase, lease or own any Real Property or other asset, except that the Borrower and the Consolidated Entities, in the aggregate and on a consolidated basis, may own or lease the following, subject to the limitations set forth below: Limitation on Value for Each Asset Type at the Time of Asset Type Determination ---------- ------------- 1. Wholly-Owned Retail Property Unlimited

Investments; Asset Mix. (a) The REIT shall not at any time make or own any Investment in any Person, or purchase, lease or own any other asset or property, except (i) any Investment in Borrower, (ii) any Investment in the CMBS Entities, (iii) any Capital Stock in the Consolidated Entities (other than Borrower) existing on the date hereof, (iv) any Capital Stock in the Consolidated Entities (other than Borrower) first existing after the date hereof on a basis consistent with any applicable restriction set forth in subparagraph (b) below, and (v) any cash or other property that is being distributed to the shareholders of the REIT substantially contemporaneously with the REIT’s receipt of such cash or other property. (b) Except as permitted under Section 7.1(a), Borrower shall not, directly or indirectly, at any time make or own any Investment in any Person, or purchase, lease or own any Real Property or other asset (other than Investments and assets constituting (i) Cash and Cash Equivalents, (ii) current trade accounts receivable in accordance with customary trade terms, (iii) prepaid expenses, and (iv) advances in the ordinary course of business to employees for travel expenses, drawing accounts and similar expenditures), except that Borrower may, directly or indirectly, own or lease the following, subject to the applicable limitations set forth below: Limitation on Value for Each Asset Type at Asset Type the Time of Determination 1. Wholly-Owned Office Property and related Property, whether constituting Properties Under Renovation, Acquired Assets, or otherwise (including tenant improvements and associated inventory and equipment), but specifically excluding Construction in Progress Unlimited 2. Wholly-Owned Land (excluding Construction in Progress), plus Borrower’s pro rata ownership interest in any such Land owned by a Joint Venture 5% of Gross Asset Value 3. Wholly-Owned Real Property not constituting Office Property or Land, whether constituting Properties Under Renovation, Acquired Assets, or otherwise (including associated inventory and equipment), but specifically excluding Construction in Progress, plus Borrower’s pro rata ownership interest in a Joint Venture owning any such other Real Property 10% of Gross Asset Value 4. Investments in wholly-owned Persons 10% of Gross Asset Value 5. Investment in Investment Mortgages (other than such Investments described in Asset Type No. 4 and Asset Type No. 6) 15% of Gross Asset Value 6. Investments in Joint Ventures or in Real Pro...

Investments; Asset Mix. The Borrower shall not at any time after the Effective Date make, and shall not permit any Consolidated Subsidiary to make, any Investment in any Person, or purchase or lease any other asset or property, except (i) Capital Stock of the Consolidated Subsidiaries listed in SCHEDULE 4.2 on the Effective Date, or in any Capital Stock of any Person formed or acquired after the Effective Date and added to SCHEDULE 4.2 in accordance with Section 8.2.2 that has substantially no assets other than direct or indirect ownership or ground leasehold interests in Retail Properties, (ii) Retail Properties, (iii) Permitted Investments, and (iv) any other Investments, assets or property to the extent that the aggregate book value of such Investments, assets or property does not exceed ten percent (10%) of the consolidated total assets (plus accumulated depreciation) of the Borrower in each case as shown on its most recent financial statement delivered or required to be delivered to the Lender pursuant to Section 5.1 hereof.

Investments; Asset Mix. Each Borrower Party shall not at any time after the Effective Date make, and shall not permit any Consolidated Subsidiary to make, any Investment in any Person, or purchase or lease any other asset or property, except (i) Capital Stock of the Consolidated Subsidiaries listed in Schedule 4.2 on the Effective Date, or in any Capital Stock of any Person formed or acquired after the Effective Date and added to Schedule 4.2 in accordance with Section 8.2.2 that has substantially no assets other than direct or indirect ownership or ground leasehold interests in Retail Properties, (ii) in the case of the Borrower, Retail Properties, (iii) Permitted Investments, (iv) in the case of the Guarantor, partnership interests in the Borrower, and (v) any other Investments, assets or property to the extent that the aggregate book value of such Investments, assets or property does not exceed ten percent (10%) of the consolidated total assets (plus accumulated depreciation) of the Borrower Parties in each case as shown on its most recent financial statement delivered or required to be delivered to the Lender pursuant to Section 5.1 hereof.

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