FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED [ ], 2018

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED [ ], 2018

Document Metadata

Table of Contents

Document Metadata

Exhibit 2.1

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

DDR CORP.

AND

DATED [ ], 2018

TABLE OF CONTENTS


			Page

ARTICLE I	DEFINITIONS			2

ARTICLE II	THE SEPARATION			12

	2.1	Transfer of Assets and Assumption of Liabilities		12
	2.2	RVI Assets		14
	2.3	RVI Liabilities; DDR Liabilities		16
	2.4	Approvals and Notifications		17
	2.5	Novation of Liabilities		18
	2.6	Treatment of Guarantees		19
	2.7	Termination of Agreements		20
	2.8	Treatment of Shared Contracts		21
	2.9	Bank Accounts; Cash Balances		21
	2.10	Ancillary Agreements; External Management Agreement		22
	2.11	Disclaimer of Representations and Warranties		22
	2.12	RVI Assumption of Indebtedness and Other Financing Arrangements		23
	2.13	Financial Information Certifications		23

ARTICLE III	THE DISTRIBUTION			23

	3.1	Sole and Absolute Discretion; Cooperation		23
	3.2	Actions Prior to the Distribution		24
	3.3	Conditions to the Distribution		25
	3.4	The Distribution		26

ARTICLE IV	MUTUAL RELEASES; INDEMNIFICATION			27

	4.1	Release of Pre-Distribution Claims		27
	4.2	Indemnification by RVI		29
	4.3	Indemnification by DDR		30
	4.4	Indemnification Obligations Net of Insurance Proceeds and Other Amounts		31
	4.5	Procedures for Indemnification of Third-Party Claims		32
	4.6	Additional Matters		34
	4.7	Right of Contribution		35
	4.8	Covenant Not to Xxx		36
	4.9	Remedies Cumulative		36
	4.10	Survival of Indemnities		36

ARTICLE V	CERTAIN OTHER MATTERS			36

	5.1	Insurance Matters		36
	5.2	Late Payments		38
	5.3	Inducement		38
	5.4	Post-Effective Time Conduct		38

TABLE OF CONTENTS

(continued)


ARTICLE VI	EXCHANGE OF INFORMATION; CONFIDENTIALITY		38

	6.1	Agreement for Exchange of Information	38
	6.2	Ownership of Information	39
	6.3	Compensation for Providing Information	39
	6.4	Record Retention	39
	6.5	Limitations of Liability	39
	6.6	Other Agreements Providing for Exchange of Information	40
	6.7	Production of Witnesses; Records; Cooperation	40
	6.8	Privileged Matters	41
	6.9	Confidentiality	43
	6.10	Protective Arrangements	44

ARTICLE VII	DISPUTE RESOLUTION		45

	7.1	Good-Faith Negotiation	45
	7.2	Mediation	45
	7.3	Arbitration	46
	7.4	Litigation and Unilateral Commencement of Arbitration	46
	7.5	Conduct During Dispute Resolution Process	47

ARTICLE VIII	FURTHER ASSURANCES AND ADDITIONAL COVENANTS		47

	8.1	Further Assurances	47
	8.2	RVI Post-Effective Time Remittances to DDR	48
	8.3	Allocation of Puerto Rico Property Insurance Policies Proceeds	48

ARTICLE IX	TERMINATION		48

	9.1	Termination	48
	9.2	Effect of Termination	49

ARTICLE X	MISCELLANEOUS		49

	10.1	Counterparts; Entire Agreement; Corporate Power	49
	10.2	Governing Law	49
	10.3	Assignability	49
	10.4	Third-Party Beneficiaries	50
	10.5	Notices	50
	10.6	Severability	51
	10.7	Force Majeure	51
	10.8	No Set-Off	51
	10.9	Publicity	51
	10.10	Expenses	51
	10.11	Headings	51
	10.12	Survival of Covenants	52
	10.13	No Waiver	52

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)


SCHEDULES

	1.1	Puerto Rico Property Insurance Policies
	1.2	RVI Contracts
	1.3	RVI Intellectual Property
	1.4	RVI Properties
	1.5	Transferred Entities
	2.2(a)(xi)	RVI Assets
	2.2(b)(vi)	DDR Assets
	2.3(a)(vi)	RVI Liabilities
	2.3(b)	DDR Liabilities
	2.6	Continuing Surety Bonds
	2.7(b)(ii)	Continuing Contracts
	2.7(c)	Continuing Accounts Receivable and Accounts Payable
	2.12	RVI Assumption of Indebtedness and Other Financing Arrangements
	4.3(e)	DDR Statements
	8.2	Reserve Accounts

EXHIBITS

	Exhibit A	Form of Amended and Restated Articles of Incorporation of RVI
	Exhibit B	Form of Amended and Restated Code of Regulations of RVI

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated [ ], 2018 (this “Agreement”), is by and between DDR Corp., an Ohio corporation (“DDR”) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (“RVI”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS

WHEREAS, the board of directors of DDR (the “DDR Board”) has determined that it is in the best interests of DDR and its shareholders to create a new publicly traded company that shall operate the RVI Business;

WHEREAS, in furtherance of the foregoing, the DDR Board has determined that it is appropriate and desirable to separate the RVI Business from the DDR Business (the “Separation”);

WHEREAS, to effect the Separation (a) DDR or other DDR Group members have contributed or will contribute their respective interests in the RVI Assets to a RVI Group member, (b) RVI or another RVI Group member has assumed or will assume the RVI Liabilities, and (c) DDR or another DDR Group member has retained or assumed, or will retain or assume, the DDR Assets and DDR Liabilities;

WHEREAS, in furtherance of the Separation and Distribution, RVI has entered into the RVI Mortgage Loan;

WHEREAS, following the Separation and Distribution, RVI will be externally managed by the Manager, a wholly owned subsidiary of DDR, pursuant to the Management Agreements;

WHEREAS, pursuant to the terms of this Agreement, DDR and RVI intend to effect the Separation by distributing all of the outstanding shares of RVI common stock, par value $0.10 (“RVI Shares”), owned by DDR to the holders of record of the outstanding shares of DDR common stock, par value $0.10 (“DDR Shares”), as of the Record Date (the “Record Holders”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive one (1) RVI Share for every ten (10) DDR Shares, excluding fractional RVI shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of DDR Shares who would otherwise be entitled to receive fractional RVI Shares (the “Distribution”);

WHEREAS, DDR and RVI have prepared, and RVI has filed with the SEC, the Form 10, which includes the Information Statement and sets forth disclosure concerning RVI, the Separation and the Distribution; and

WHEREAS, each of DDR and RVI has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of DDR, RVI and the members of their respective Groups following the Distribution.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the RVI Group shall be deemed to be an Affiliate of any member of the DDR Group and (b) no member of the DDR Group shall be deemed to be an Affiliate of any member of the RVI Group.

“Agent” shall mean ComputerShare Inc., a Delaware corporation, and its wholly owned subsidiary ComputerShare Trust Company, N.A., a federally chartered trust company, in the capacity as distribution agent, transfer agent and registrar for the RVI Shares in connection with the Distribution.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreement” shall mean all agreements (other than this Agreement) entered into by the Parties and/or members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by this Agreement, including the Tax Matters Agreement and the Transfer Documents; provided, however, that the term “Ancillary Agreement” shall not mean any Management Agreement.

“Approvals or Notifications” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“Arbitration Request” shall have the meaning set forth in Section 7.3(a).

“Assets” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Continuing Contracts” shall have the meaning set forth in Section 2.7(b)(ii).

“CPR” shall have the meaning set forth in Section 7.2.

“DDR” shall have the meaning set forth in the Preamble.

“DDR Accounts” shall have the meaning set forth in Section 2.9(a).

“DDR Assets” shall have the meaning set forth in Section 2.2(b).

“DDR Board” shall have the meaning set forth in the Recitals.

“DDR Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the RVI Business.

“DDR Equity Plan” shall mean the DDR Corp. 2012 Equity and Incentive Compensation Plan.

“DDR Group” shall mean DDR and each Person that is a Subsidiary of DDR (other than RVI and any other member of the RVI Group).

“DDR Indemnitees” shall have the meaning set forth in Section 4.2.

“DDR Indemnity Payment” shall have the meaning set forth in Section 4.11(b)(i).

“DDR Liabilities” shall have the meaning set forth in Section 2.3(b).

“DDR Name and DDR Marks” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing “DDR Corp” or “DDR,” either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

“DDR Restricted Share” shall mean a restricted share granted by DDR under the DDR Equity Plan before the Distribution Date or a DDR Share granted under the DDR Corp. 2013 Value Sharing Equity Program that remains unvested as of the Distribution Date.

“DDR Shares” shall have the meaning set forth in the Recitals.

“Delayed RVI Asset” shall have the meaning set forth in Section 2.4(c).

“Delayed RVI Liability” shall have the meaning set forth in Section 2.4(c).

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case which describes the Separation, the Distribution or the RVI Group, or primarily relates to the transactions contemplated hereby.

“Dispute” shall have the meaning set forth in Section 7.1.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the DDR Board in its sole and absolute discretion.

“Effective Time” shall mean 12:01 a.m., Eastern time, on the Distribution Date.

“Environmental Law” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Environmental Liabilities” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take-back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“External Management Agreement” shall mean that certain External Management Agreement, dated [ ], 2018, by and between RVI and the Manager, as amended from time to time.

“Force Majeure” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or, in the case of computer systems, any failure in

electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“Form 10” shall mean the registration statement on Form 10 filed by RVI with the SEC to effect the registration of RVI Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“Governmental Approvals” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Group” shall mean either the RVI Group or the DDR Group, as the context requires.

“Hazardous Materials” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“Indemnifying Party” shall have the meaning set forth in Section 4.4(a).

“Indemnitee” shall have the meaning set forth in Section 4.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 4.4(a).

“Information” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data; provided that “Information” shall not include Registrable IP.

“Information Statement” shall mean the information statement to be sent to the Record Holders in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

“Initial Notice” shall have the meaning set forth in Section 7.1.

“Insurance Proceeds” shall mean those monies:

(a)

received by an insured from an insurance carrier; or

(b)

paid by an insurance carrier on behalf of the insured;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

“Intellectual Property” shall mean all of the following whether arising under the Laws of the United States or of any other foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (c) Internet domain names, registrations and related rights, (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, in each case, other than Software, and (f) intellectual property rights arising from or in respect of any Technology.

“IRS” shall mean the U.S. Internal Revenue Service.

“Law” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Liabilities” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Linked” shall have the meaning set forth in Section 2.9(a).

“Losses” shall mean actual losses (including any diminution in value), costs, Taxes, damages, penalties and expenses (including costs or expenses incurred by a Person for repairing or replacing any lost or damaged property, lost business income, extra expense, legal and accounting fees, and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“Management Agreements” shall mean the External Management Agreement and the Property Management Agreements.

“Manager” shall mean, collectively, DDR Asset Management LLC, an Ohio corporation and a direct, wholly owned subsidiary of DDR, and any other directly or indirectly wholly owned subsidiary of DDR (other than RVI or any of its subsidiaries) that is or becomes a party to any of the Management Agreements.

“Mediation Request” shall have the meaning set forth in Section 7.2.

“Notice” shall have the meaning set forth in Section 10.5.

“NYSE” shall mean the New York Stock Exchange.

“Other IP” shall mean all Intellectual Property, other than Registrable IP, that is owned by either Party or any member of its Group as of the Effective Time.

“Parties” shall mean the parties to this Agreement.

“Permits” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Prime Rate” shall mean the prime rate of interest as published from time to time in The Wall Street Journal.

“Privileged Information” shall mean any information, in written, oral, electronic, or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.

“Property Management Agreements” shall mean, collectively, (a) that certain Amended and Restated Management and Leasing Agreement by and among the Manager and the Owners (as defined therein) dated February 14, 2018; (b) that certain Amended and Restated Management

and Leasing Agreement by and among the Manager and the Owners (as defined therein) dated February 14, 2018; and (c) that certain Amended and Restated Management and Leasing Agreement by and among the Manager, DDR PR Ventures II LLC, a Delaware limited liability company, and the Owners (as defined therein) dated February 14, 2018, as each such agreement may be amended from time to time.

“Puerto Rico Property Insurance Policies” shall mean, collectively, the insurance policies listed on Schedule 1.1.

“Record Date” shall mean the close of business on the date to be determined by the DDR Board, acting both on behalf of DDR, as the record date for the Record Holders entitled to receive RVI Shares pursuant to the Distribution.

“Record Holders” shall have the meaning set forth in the Recitals.

“Registrable IP” shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

“REIT” shall mean “a real estate investment trust” within the meaning of Section 856 of the Code.

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“RVI” shall have the meaning set forth in the Preamble.

“RVI Accounts” shall have the meaning set forth in Section 2.9(a).

“RVI Articles of Incorporation” shall mean the Amended and Restated Articles of Incorporation of RVI, substantially in the form of Exhibit A.

“RVI Assets” shall have the meaning set forth in Section 2.2(a).

“RVI Balance Sheet” shall mean the unaudited pro forma combined balance sheet of RVI, including any notes and subledgers thereto, as of March 31, 2018, as presented in the Information Statement mailed to the Record Holders.

“RVI Business” shall mean the business, operations and activities of the DDR Group relating primarily to the RVI Properties as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries.

“RVI Code of Regulations” shall mean the Amended and Restated Code of Regulations of RVI, substantially in the form of Exhibit B.

“RVI Contracts” shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that RVI Contracts shall not include (x) any contract or agreement that is contemplated to be retained by DDR or any member of the DDR Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute RVI Software or RVI Technology:

(a)

any leases relating primarily to any RVI Property pursuant to which a Third Party leases all or any portion of such RVI Property;

(b)

any joint venture, shareholder, equityholder, partnership or similar agreements with any Third Party relating primarily to any RVI Property;

(c)

any customer, distribution, supply, marketing, vendor or other contract, agreement or license, in each case with a Third Party and in effect as of the Effective Time, pursuant to which such Third Party provides or receives products or services to or from either Party or any member of its Group, primarily in connection with the RVI Business, excluding any such contracts or agreements for services that are addressed in any Ancillary Agreement or Management Agreement;

(d)

any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group relating primarily to any other RVI Contract, any RVI Liability or the RVI Business;

(e)

any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreement with any employee or consultants of the RVI Group that is in effect as of the Effective Time;

(f)

any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to RVI or any member of the RVI Group;

(g)

any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements related exclusively to the RVI Business or entered into by or on behalf of any division, business unit or member of the RVI Group;

(h)

any contract, guarantee, note, mortgage, bond, debenture or other agreement providing for indebtedness, whether secured or unsecured, which relates primarily to the RVI Business, including the RVI Financing Arrangements; and

(i)

any contracts, agreements or settlements set forth on Schedule 1.2, including the right to recover any amounts under such contracts, agreements or settlements.

“RVI Financing Arrangements” shall have the meaning set forth in Section 2.12(a).

“RVI Group” shall mean (a) prior to the Effective Time, RVI and each Person that will be a Subsidiary of RVI as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of RVI; and (b) on and after the Effective Time, RVI and each Person that is a Subsidiary of RVI.

“RVI Indemnitees” shall have the meaning set forth in Section 4.3.

“RVI Indemnity Payment” shall have the meaning set forth in Section 4.11(a)(i).

“RVI Intellectual Property” shall mean (a) the Registrable IP set forth on Schedule 1.3 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time exclusively used or exclusively held for use in the RVI Business as of the Effective Time, including any Other IP set forth on Schedule 1.3.

“RVI Liabilities” shall have the meaning set forth in Section 2.3(a).

“RVI Line of Credit” shall mean any revolving line of credit or similar arrangement that is (a) between RVI or any other member of the RVI Group, as the borrower, and any member of the DDR Group, as the lender, or (b) between RVI or any member of the RVI Group, as the borrower, and any third party lender, which may be a financial institution, that DDR or any other member of the DDR Group has provided a RVI Line of Credit Guaranty with respect thereto, in each case, in effect at the Effective Time.

“RVI Line of Credit Guaranty” shall mean any guaranty or other credit support obligation from any member of the DDR Group with respect to any obligations of any member of the RVI Group under a RVI Line of Credit.

“RVI Mortgage Loan” shall mean that certain loan, in the original principal amount of $1,350,000,000 made pursuant to that certain Loan Agreement, dated February 14, 2018, by and among the Lender, the Borrower and the Additional Obligor (as such terms are defined therein), as amended by that certain First Amendment to Loan Agreement and Other Loan Documents, dated February 27, 2018, by and between Borrower, Lender and the Additional Obligor, as further amended by that certain Second Amendment to Loan Agreement and Other Loan Documents, dated March 6, 2018, by and between Borrower, Lender and Additional Obligor and as further amended by that certain Third Amendment to Loan Agreement and Other Loan Documents, dated March 14, 2018, by and between Borrower, Lender and Additional Obligor, as such agreement may be further amended from time to time.

“RVI Permits” shall mean all Permits owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the RVI Business as of the Effective Time.

“RVI Properties” shall mean the real properties set forth on Schedule 1.4.

“RVI Restricted Share” shall mean an RVI Share delivered to a holder of a DDR Restricted Share in connection with the Distribution in accordance with Section 3.4(f) that is subject to contractual restrictions relating to the DDR Restricted Shares.

“RVI Shares” shall have the meaning set forth in the Recitals.

“RVI Software” shall mean all Software owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the RVI Business as of the Effective Time.

“RVI Technology” shall mean all Technology owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the RVI Business as of the Effective Time.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“Separation” shall have the meaning set forth in the Recitals.

“Shared Contract” shall have the meaning set forth in Section 2.8(a).

“Software” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to elect, either directly or indirectly, a majority of the board of directors or similar governing body.

“Tangible Information” shall mean information that is contained in written, electronic or other tangible forms.

“Tax or Taxes” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” shall mean the tax matters agreement to be entered into by and between DDR and RVI (or any members of their respective Groups) in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Technology” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form, whether or not listed herein, in each case, other than Software.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

“Third-Party Claim” shall have the meaning set forth in Section 4.5(a).

“Transfer Documents” shall have the meaning set forth in Section 2.1(b).

“Transferred Entities” shall mean the entities set forth on Schedule 1.5.

“Unreleased RVI Liability” shall have the meaning set forth in Section 2.5(b).

ARTICLE II

THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities.

(a) Prior to the Distribution:

(i) Transfer and Assignment of RVI Assets. DDR shall, and shall cause the applicable members of the DDR Group to, contribute, assign, transfer, convey and deliver to the applicable members of the RVI Group, and the applicable members of the RVI Group shall accept from DDR and the applicable members of the DDR Group, all of DDR’s and such DDR Group members’ respective direct or indirect right, title and interest in and to all of the RVI Assets (it being understood that if any RVI Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such RVI Asset may be assigned, transferred, conveyed and delivered to RVI as a result of the transfer of all of the equity interests in such Transferred Entity from DDR or the applicable members of the DDR Group to the applicable member of the RVI Group), such that the RVI Group will own, to the extent it does not already own, all of the RVI Assets; and

(ii) Acceptance and Assumption of RVI Liabilities. The applicable members of the RVI Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the RVI Liabilities in accordance with their respective terms, such that the RVI Group will be liable for, to the extent it is not already liable for, all RVI Liabilities. The applicable members of the RVI Group shall be responsible for all RVI Liabilities, regardless of when or where such RVI Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such RVI Liabilities are asserted or determined (including any RVI Liabilities arising out of claims made by DDR’s or RVI’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the DDR Group or the RVI Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DDR Group or the RVI Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b) Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), on or after the Distribution Date, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”

(c) Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws. RVI and each member of the RVI Group hereby waives compliance by each and every member of the DDR Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the RVI Assets or RVI Properties to any member of the RVI Group. DDR and each member of the DDR Group hereby waives compliance by each and every member of the RVI Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the DDR Assets to any member of the DDR Group.

2.2 RVI Assets.

(a) RVI Assets. For purposes of this Agreement, “RVI Assets” shall mean:

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any members of its Group as of the Effective Time;

(ii) all interests in the RVI Properties of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in the RVI Properties, lessor (including, for the avoidance of doubt, all leases relating primarily to any RVI Property pursuant to which a Third Party leases all or any portion of such RVI Property, and all rights of the landlord thereunder), sublessor, lessee, sublessee or otherwise, and including all buildings or barges located thereon, and all associated parking areas, fixtures and all other improvements located thereon, and including all rights, benefits, privileges, tenements, hereditaments, covenants, conditions, restrictions, easements and other appurtenances on any RVI Property or otherwise appertaining to or benefitting any RVI Property and/or the improvements situated thereon, including all mineral rights, development rights, air and water rights, subsurface rights, vested rights entitling, or prospective rights which may entitle, the owner of any RVI Property to related easements, land use rights, air rights, viewshed rights, density credits, water, sewer, electrical and other utility service, credits and/or rebates, strips and gores and any land lying in the bed of any street, road, alley, open or proposed, adjoining any RVI Property, and all easements, rights of way and other appurtenances used or connected with the beneficial use or enjoyment of any RVI Property;

(iii) all Assets of either Party or any members of its Group included or reflected as assets of the RVI Group on the RVI Balance Sheet, subject to any dispositions of such Assets (and the proceeds therefrom) subsequent to the date of the RVI Balance Sheet; provided that the amounts set forth on the RVI Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of RVI Assets pursuant to this subclause (iii);

(iv) all Assets of either Party or any of the members of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of RVI or members of the RVI Group on a pro forma combined balance sheet of the RVI Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Assets included on the RVI Balance Sheet), it being understood that (A) the RVI Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of RVI Assets pursuant to this subclause (iv); and (B) the amounts set forth on the RVI Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of RVI Assets pursuant to this subclause (iv);

(v) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to RVI or any other member of the RVI Group;

(vi) all RVI Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(vii) all RVI Intellectual Property, RVI Software and RVI Technology as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(viii) all RVI Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(ix) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the RVI Assets, the RVI Liabilities, the RVI Business or the Transferred Entities and, subject to the provisions of the applicable Ancillary Agreements and Management Agreements, a non-exclusive right to all Information that is primarily related to, but not exclusively related to, the RVI Assets, the RVI Liabilities, the RVI Business or the Transferred Entities;

(x) all rights, interests and claims of either Party or any of the members of its Group with respect to any Insurance Proceeds with respect to any Puerto Rico Property Insurance Policies to the extent such Insurance Proceeds are allocated to RVI as set forth in Section 8.3; and

(xi) any and all Assets set forth on Schedule 2.2(a)(xi).

Notwithstanding the foregoing, the RVI Assets shall not in any event include any Asset referred to in Section 2.2(b).

(b) DDR Assets. For the purposes of this Agreement, “DDR Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the RVI Assets, it being understood that the DDR Assets shall include:

(i) all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by DDR or any other member of the DDR Group;

(ii) all Contracts of either Party or any of the members of its Group as of the Effective Time (other than the RVI Contracts);

(iii) all Intellectual Property of either Party or any of the members of its Group as of the Effective Time (other than the RVI Intellectual Property), including the DDR Name and DDR Marks;

(iv) all Permits of either Party or any of the members of its Group as of the Effective Time (other than the RVI Permits);

(v) all rights, interests and claims of either Party or any of the members of its Group with respect to any Insurance Proceeds with respect to any Puerto Rico Property Insurance Policies to the extent such Insurance Proceeds are allocated to DDR as set forth in Section 8.3; and

(vi) any and all Assets set forth on Schedule 2.2(b)(vi).

2.3 RVI Liabilities; DDR Liabilities.

(a) RVI Liabilities. For the purposes of this Agreement, “RVI Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:

(i) all Liabilities included or reflected as liabilities or obligations of RVI or the members of the RVI Group on the RVI Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the RVI Balance Sheet; provided that the amounts set forth on the RVI Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of RVI Liabilities pursuant to this subclause (i);

(ii) all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of RVI or the members of the RVI Group on a pro forma combined balance sheet of the RVI Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Liabilities included on the RVI Balance Sheet), it being understood that (A) the RVI Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of RVI Liabilities pursuant to this subclause (ii) and (B) the amounts set forth on the RVI Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of RVI Liabilities pursuant to this subclause (ii);

(iii) all Liabilities, including any Environmental Liabilities, relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the RVI Business or any RVI Asset;

(iv) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by RVI or any other member of the RVI Group, and all agreements, obligations and Liabilities of any member of the RVI Group under this Agreement or any of the Ancillary Agreements or the Management Agreements;

(v) all Liabilities relating to, arising out of or resulting from the RVI Contracts, the RVI Intellectual Property, the RVI Software, the RVI Technology, the RVI Permits or RVI Financing Arrangements;

(vi) any and all Liabilities set forth on Schedule 2.3(a)(vi); and

(vii) all Liabilities arising out of claims made by any Third Party (including DDR’s or RVI’s respective directors, officers, shareholders, employees and agents) against any member of the DDR Group or the RVI Group to the extent relating to, arising out of or resulting from the RVI Business or any RVI Asset or the other business, operations, activities or Liabilities referred to in clauses (i) through (vi) above.

Notwithstanding the foregoing, the RVI Liabilities shall not in any event include any Liabilities referred to in Section 2.3(b).

(b) DDR Liabilities. For the purposes of this Agreement, “DDR Liabilities” shall mean (i) all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the DDR Group and, prior to the Effective Time, any member of the RVI Group, in each case that are not RVI Liabilities, including any and all Liabilities set forth on Schedule 2.3(b); and (ii) all Liabilities arising out of claims made by any Third Party (including DDR’s or RVI’s respective directors, officers, shareholders, employees and agents) against any member of the DDR Group or the RVI Group to the extent relating to, arising out of or resulting from the DDR Business or the DDR Assets.

2.4 Approvals and Notifications.

(a) Approvals and Notifications for RVI Assets. To the extent that the transfer or assignment of any RVI Asset, the assumption of any RVI Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between DDR and RVI, neither DDR nor RVI shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) Delayed RVI Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the RVI Group of any RVI Asset or assumption by the RVI Group of any RVI Liability would be a violation of applicable Law or require any Approval or Notification in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time, then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the RVI Group of such RVI Assets or the assumption by the RVI Group of such RVI Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such RVI Assets or RVI Liabilities shall continue to constitute RVI Assets and RVI Liabilities for all other purposes of this Agreement.

(c) Treatment of Delayed RVI Assets and Delayed RVI Liabilities. If any transfer or assignment of any RVI Asset or any assumption of any RVI Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such RVI Asset, a “Delayed RVI Asset” and any such RVI Liability, a “Delayed RVI Liability”), then, insofar as reasonably possible and subject to applicable Law, the member of the

DDR Group retaining such Delayed RVI Asset or such Delayed RVI Liability, as the case may be, shall thereafter hold such Delayed RVI Asset or Delayed RVI Liability, as the case may be, for the use and benefit or burden, as applicable, of the member of the RVI Group entitled thereto (at the expense of the member of the RVI Group entitled thereto). In addition, the member of the DDR Group retaining such Delayed RVI Asset or such Delayed RVI Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed RVI Asset or Delayed RVI Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the RVI Group to whom such Delayed RVI Asset is to be transferred or assigned, or which will assume such Delayed RVI Liability, as the case may be, in order to place such member of the RVI Group in a substantially similar position as if such Delayed RVI Asset or Delayed RVI Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed RVI Asset or Delayed RVI Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed RVI Asset or Delayed RVI Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the RVI Group.

(d) Transfer of Delayed RVI Assets and Delayed RVI Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed RVI Asset or the deferral of assumption of any Delayed RVI Liability pursuant to Section 2.4(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed RVI Asset or the assumption of any Delayed RVI Liability have been removed, the transfer or assignment of the applicable Delayed RVI Asset or the assumption of the applicable Delayed RVI Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e) Costs for Delayed RVI Assets and Delayed RVI Liabilities. Any member of the DDR Group retaining a Delayed RVI Asset or Delayed RVI Liability due to the deferral of the transfer or assignment of such Delayed RVI Asset or the deferral of the assumption of such Delayed RVI Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by RVI or the member of the RVI Group entitled to or burdened by the Delayed RVI Asset or Delayed RVI Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by RVI or the member of the RVI Group entitled to or burdened by such Delayed RVI Asset or Delayed RVI Liability.

2.5 Novation of Liabilities.

(a) Each of DDR and RVI, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all RVI Liabilities and obtain in writing the unconditional release of each member of the DDR Group that is a party to any such arrangements, so that, in any such case, the members of the RVI Group shall be solely responsible for such RVI Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither DDR nor RVI shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) If DDR or RVI is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the DDR Group continues to be bound by such RVI Liability (or any agreement, lease, license or other obligation, in each case, pursuant to which any RVI Liability arises) (each, an “Unreleased RVI Liability”), RVI shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the DDR Group, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the DDR Group that constitute Unreleased RVI Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the DDR Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased RVI Liabilities shall otherwise become assignable or able to be novated, DDR shall promptly assign, or cause to be assigned, and RVI or the applicable RVI Group member shall assume, such Unreleased RVI Liabilities without exchange of further consideration.

2.6 Treatment of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:

(a) Each of DDR and RVI shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the DDR Group removed as guarantor of, indemnitor of or obligor for any RVI Liability, including the removal of any Security Interest on or in any DDR Asset that may serve as collateral or security for any such RVI Liability; and (ii) have any member(s) of the RVI Group removed as guarantor of, indemnitor of or obligor for any DDR Liability, including the removal of any Security Interest on or in any RVI Asset that may serve as collateral or security for any such DDR Liability.

(b) To the extent required to obtain a release from a guarantee or indemnity of:

(i) any member of the DDR Group, RVI or one or more members of the RVI Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any DDR Asset that may serve as collateral or security for any such RVI Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (A) with which RVI would be reasonably unable to comply or (B) which RVI would not reasonably be able to avoid breaching; and

(ii) any member of the RVI Group, DDR or one or more members of the DDR Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any RVI Asset that may serve as collateral or security for any such DDR Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which DDR would be reasonably unable to comply or (B) which DDR would not reasonably be able to avoid breaching.

(c) Until such time as DDR or RVI has obtained, or has caused to be obtained, any removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability related to such obligation or guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor, indemnitor or obligor thereunder; (ii) each of DDR and RVI, on behalf of itself and the other members of its respective Group, agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party; and (iii) with respect to any surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the RVI Group by any member of the DDR Group (including those set forth on Schedule 2.6), RVI, on behalf of itself and the other applicable members of the RVI Group, shall deliver to DDR, immediately upon DDR’s request, cash in amount sufficient to fully collateralize any potential obligation of the DDR Group thereunder, which shall be held in pledge as cash collateral until such time as RVI has obtained, or has caused to be obtained, the removal or release of such surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the RVI Group by any member of the DDR Group.

2.7 Termination of Agreements.

(a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, RVI and each member of the RVI Group, on the one hand, and DDR and each member of the DDR Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among RVI and/or any member of the RVI Group, on the one hand, and DDR and/or any member of the DDR Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement, the Ancillary Agreements and the Management Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Management Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii) (collectively, the “Continuing Contracts”), if any; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany

accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of DDR or RVI, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Shared Contracts.

(c) All of the intercompany accounts receivable and accounts payable between any member of the DDR Group, on the one hand, and any member of the RVI Group, on the other hand, outstanding as of the Effective Time (other than those set forth on Schedule 2.7(c)) shall, prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by DDR in its sole and absolute discretion.

2.8 Treatment of Shared Contracts. Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement, an Ancillary Agreement or a Management Agreement, any contract or agreement entered into by a member of the DDR Group with a Third Party that is not a RVI Contract, but pursuant to which the RVI Business, as of the Effective Date, has been provided certain revenues or other benefits in respect of the RVI Properties (any such contract or agreement, a “Shared Contract”) shall not be assigned in relevant part to the applicable member(s) of the RVI Group or amended to give the relevant member(s) of the RVI Group any entitlement to such rights and benefits thereunder. Notwithstanding the foregoing, no member of the DDR Group shall be required by this Section 2.8 to maintain in effect any Shared Contract, and no member of the RVI Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract.

2.9 Bank Accounts; Cash Balances.

Except as otherwise provided in any Management Agreement:

(a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by RVI or any other member of the RVI Group (collectively, the “RVI Accounts”) and all contracts or agreements governing each bank or brokerage account owned by DDR or any other member of the DDR Group (collectively, the “DDR Accounts”) so that each such RVI Account and DDR Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any DDR Account or RVI Account, respectively, is de-Linked from such DDR Account or RVI Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the RVI Accounts will be managed and funds collected will be transferred into one or more accounts maintained by RVI or a member of the RVI Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the DDR Accounts will be managed and funds collected will be transferred into one or more accounts maintained by DDR or a member of the DDR Group.

(d) With respect to any outstanding checks issued or payments initiated by DDR, RVI or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e) As between DDR and RVI (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

2.10 Ancillary Agreements; External Management Agreement.

(a) Effective on or prior to the Effective Time, each of DDR and RVI will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it (or any member of its Group) is a party.

(b) Effective on or prior to the Effective Time, RVI will and DDR will cause the Manager to execute and deliver the External Management Agreement.

2.11 Disclaimer of Representations and Warranties. EACH OF DDR (ON BEHALF OF ITSELF AND EACH MEMBER OF THE DDR GROUP) AND RVI (ON BEHALF OF ITSELF AND EACH MEMBER OF THE RVI GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF

ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (A) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (B) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12 RVI Assumption of Indebtedness and Other Financing Arrangements.

(a) Prior to and/or immediately after the Effective Time, (i) RVI and/or other member(s) of the RVI Group shall continue to be borrowers under and, to the extent the borrowers thereunder are any members of the DDR Group, shall assume all existing indebtedness which relates primarily to one or more RVI Properties, as set forth in further detail on Schedule 2.12 (the “RVI Financing Arrangements”). DDR and RVI agree to take all necessary actions to assure the full release and discharge of DDR and the other members of the DDR Group from all obligations (other than with respect to any RVI Line of Credit Guaranty) pursuant to the RVI Financing Arrangements as of no later than the Effective Time.

(b) Prior to the Effective Time, DDR and RVI shall cooperate in the preparation of all materials as may be necessary or advisable to execute the RVI Financing Arrangements.

2.13 Financial Information Certifications. DDR’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to the RVI Group insofar as the members of the RVI Group are Subsidiaries of DDR. In order to enable the principal executive officer and principal financial officer of RVI to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, DDR, as soon as reasonably practicable following the Distribution Date and in any event prior to such time as RVI is required to file its first quarterly report on Form 10-Q, shall provide RVI with one or more certifications with respect to such disclosure controls and procedures, its internal control over financial reporting and the effectiveness thereof. Such certification(s) shall be provided by DDR (and not by any officer or employee in their individual capacity). With respect to any periods following the Distribution Date, subject to the requirements of the Management Agreements, the Parties shall cooperate and discuss in good faith any certifications or other supporting documentation required by RVI.

ARTICLE III

THE DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation.

(a) DDR shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, DDR may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit DDR’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

(b) RVI shall cooperate with DDR to accomplish the Distribution and shall, at DDR’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of RVI Shares on the Form 10. DDR shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for DDR. RVI and DDR, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

3.2 Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. DDR shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) RVI Articles of Incorporation and RVI Code of Regulations. On or prior to the Distribution Date, DDR and RVI shall take all necessary actions so that, as of or prior to the Effective Time, the RVI Articles of Incorporation and the RVI Code of Regulations shall become the articles of incorporation and code of regulations of RVI, respectively.

(c) RVI Directors and Officers. Immediately prior to the Distribution Date, DDR and RVI shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of RVI shall be those set forth in the Information Statement mailed to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; and (ii) RVI shall have such other officers as RVI shall appoint.

(d) NYSE Listing. RVI shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the RVI Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e) Securities Law Matters. RVI shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws.

DDR and RVI shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. DDR and RVI will prepare, and RVI will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which DDR determines are necessary or desirable to effectuate the Distribution, and DDR and RVI shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. DDR and RVI shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f) Mailing of Information Statement. DDR shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the DDR Board has approved the Distribution, cause the Information Statement to be mailed to the Record Holders.

(g) The Distribution Agent. DDR shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

3.3 Conditions to the Distribution.

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by DDR in its sole and absolute discretion, of the following conditions:

(i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(ii) The Information Statement shall have been mailed to Record Holders;

(iii) The transfer of the RVI Assets (other than any Delayed RVI Asset) and RVI Liabilities (other than any Delayed RVI Liability) contemplated to be transferred from DDR to RVI on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the DDR Assets (other than any Delayed DDR Asset) and DDR Liabilities (other than any Delayed DDR Liability) contemplated to be transferred from RVI to DDR on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1;

(iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

(v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

(vi) Each of the Management Agreements shall have been duly executed and delivered by the applicable parties thereto;

(vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect;

(viii) The RVI Shares to be distributed in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(ix) DDR shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever with respect to the RVI Financing Arrangements other than Liabilities with respect to any RVI Line of Credit Guaranty;

(x) RVI shall have received an opinion of its counsel to the effect that it has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and RVI’s proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code commencing with its initial taxable year ending December 31, 2018; and

(xi) No other events or developments shall exist or shall have occurred that, in the judgment of the DDR Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement, any Ancillary Agreement or any Management Agreement.

(b) The foregoing conditions are for the sole benefit of DDR and shall not give rise to or create any duty on the part of DDR or the DDR Board to waive or not waive any such condition or in any way limit DDR’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the DDR Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties.

3.4 The Distribution.

(a) Subject to Section 3.3, on or prior to the Effective Time, RVI will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding RVI Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the DDR Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of RVI Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional RVI Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. RVI will not issue paper share certificates in respect of the RVI Shares. The Distribution shall be effective at the Effective Time.

(b) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution one (1) RVI Share for every ten (10) DDR Shares held by such Record Holder on the Record Date, excluding fractional RVI Shares.

(c) No fractional RVI Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional RVI Shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of RVI. In lieu of any such fractional RVI Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a RVI Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, DDR shall direct the Agent to determine the number of whole and fractional RVI Shares allocable to each Record Holder, to aggregate all such fractional RVI Shares into whole RVI Shares, and to sell the whole RVI Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by DDR or RVI, and to cause to be distributed to each such Record Holder, in lieu of any fractional RVI Share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any

Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of DDR, RVI or the Agent will be required to guarantee any minimum sale price for the fractional RVI Shares sold in accordance with this Section 3.4(c). Neither DDR nor RVI will be required to pay any interest on the proceeds from the sale of fractional RVI Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional RVI Shares are sold shall be Affiliates of DDR or RVI. Solely for purposes of computing fractional RVI Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of DDR Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such DDR Shares.

(d) Any RVI Shares or cash in lieu of fractional RVI Shares with respect to RVI Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to RVI, and RVI shall hold such RVI Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such RVI Shares and cash, if any, in lieu of fractional RVI Share interests shall be obligations of RVI, subject in each case to applicable escheat or other abandoned property Laws, and DDR shall have no Liability with respect thereto.

(e) Until the RVI Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, RVI will regard the Persons entitled to receive such RVI Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. RVI agrees that, subject to any transfers of such RVI Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the RVI Shares then held by such Record Holder, and (ii) each such Record Holder will be entitled, without any action on the part of such Record Holder, to receive evidence of ownership of the RVI Shares then held by such Record Holder.

(f) Notwithstanding anything herein to the contrary, each DDR Restricted Share that is outstanding as of the Distribution will be treated in substantially the same manner in the Distribution as other DDR Shares, as set forth in this Section 3.4, except that the RVI Shares delivered pursuant to Section 3.4(b) with respect to such DDR Restricted Shares shall be RVI Restricted Shares that are subject to the same vesting requirements and dates and other terms and conditions as the DDR Restricted Shares to which they relate. In the event that any RVI Restricted Shares are forfeited by their respective holders following the Distribution, then such RVI Restricted Shares will be returned to RVI.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims.

(a) RVI Release of DDR. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, RVI does hereby, for itself and each other member of the RVI Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or

employees of any member of the RVI Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) DDR and the members of the DDR Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the DDR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of RVI or a member of the RVI Group, in each case from: (A) all RVI Liabilities, (B) except as provided in Section 10.10, all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution, and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the RVI Business, the RVI Assets or the RVI Liabilities.

(b) DDR Release of RVI. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, DDR does hereby, for itself and each other member of the DDR Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the DDR Group (in each case, in their respective capacities as such), remise, release and forever discharge RVI and the members of the RVI Group and their respective successors and assigns, from (A) all DDR Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution, and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the DDR Business, the DDR Assets or the DDR Liabilities.

(c) Obligations Not Affected. Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the DDR Group or the RVI Group that is specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, or any other Liability specified in Section 2.7(b) as not to terminate as of the Effective Time;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement, any Ancillary Agreement or any Management Agreement or otherwise for claims brought against the Parties by any Third Party, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements or Management Agreements; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.

In addition, nothing contained in Section 4.1(a) shall release any member of the DDR Group from honoring its existing obligations to indemnify any director, officer or employee of RVI who was a director, officer or employee of any member of the DDR Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a RVI Liability, RVI shall indemnify DDR for such Liability (including DDR’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV.

(d) No Claims. RVI shall not make, and shall not permit any member of the RVI Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against DDR or any other member of the DDR Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(b). DDR shall not make, and shall not permit any other member of the DDR Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against RVI or any other member of the RVI Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

(e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.

4.2 Indemnification by RVI. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement or Management Agreement, to the fullest extent permitted by Law, RVI shall, and shall cause each other member of the RVI Group to, indemnify, defend and hold harmless DDR and each other member of the DDR Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “DDR Indemnitees”), from and against any and all Liabilities of the DDR Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any RVI Liability;

(b) any failure of RVI, any other member of the RVI Group or any other Person to pay, perform or otherwise promptly discharge any RVI Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c) any breach by RVI or any other member of the RVI Group of this Agreement, the Ancillary Agreements, Management Agreements, the Continuing Contracts or RVI Line of Credit (if any) subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

(d) except to the extent it relates to a DDR Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the RVI Group by any member of the DDR Group that survives following the Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if RVI shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3.

4.3 Indemnification by DDR. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, DDR shall, and shall cause the each other member of the DDR Group to, indemnify, defend and hold harmless RVI and each other member of the RVI Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “RVI Indemnitees”), from and against any and all Liabilities of the RVI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any DDR Liability;

(b) any failure of DDR, any other member of the DDR Group or any other Person to pay, perform or otherwise promptly discharge any DDR Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c) any breach by DDR or any other member of the DDR Group of this Agreement or any of the Ancillary Agreements or Management Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

(d) except to the extent it relates to a RVI Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the DDR Group by any member of the RVI Group that survives following the Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent relating to DDR or the members of the DDR Group, in the Form 10, the Information Statement (as amended or supplemented if RVI shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being expressly agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in DDR’s or any DDR Group member’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by RVI.

4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Any indemnification payment under this Article IV shall be adjusted in accordance with Section 5.2 of the Tax Matters Agreement.

4.5 Procedures for Indemnification of Third-Party Claims.

(a) Notice of Claims. If, at or following the date of this Agreement, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the DDR Group or the RVI Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

(b) Control of Defense. An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim, and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

(c) Allocation of Defense Costs. If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a Notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to

the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs. The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (Taxes and Tax matters being governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

4.6 Additional Matters.

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within thirty (30) days of the final determination of the amount that the Indemnitee is entitled to as indemnification or contribution under this Article IV) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the claim so requires) after becoming aware of such claim; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third

Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e) Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7 Right of Contribution.

(a) Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed RVI Assets or Delayed RVI Liabilities (except for the gross negligence or willful misconduct of a member of the DDR Group) or with the ownership, operation or activities of the RVI Business prior to the Effective Time shall be deemed to be the fault of RVI and the other members of the RVI Group, and no such fault shall be deemed to be the fault of DDR or any other member of the DDR Group; (ii) any fault associated with the business conducted with Delayed DDR Assets or Delayed DDR Liabilities (except for the gross negligence or willful misconduct of a member of the RVI Group) shall be deemed to be the fault of DDR and the other members of the DDR Group, and no such fault shall be deemed to be the fault of RVI or any other member of the RVI Group; and (iii) any fault associated with the ownership, operation or activities of the DDR Business prior to the Effective Time shall be deemed to be the fault of DDR and the other members of the DDR Group, and no such fault shall be deemed to be the fault of RVI or any other member of the RVI Group.

4.8 Covenant Not to Xxx. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any RVI Liabilities by RVI or a member of the RVI Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any DDR Liabilities by DDR or a member of the DDR Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9 Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10 Survival of Indemnities. The rights and obligations of each of DDR and RVI and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

ARTICLE V

CERTAIN OTHER MATTERS

5.1 Insurance Matters.

(a) Prior to the Effective Time, DDR and RVI shall use commercially reasonable efforts to either obtain separate insurance policies for RVI and the relevant members of the RVI Group or ensure that RVI and the relevant members of the RVI Group are named insureds under existing insurance policies covering RVI or any member of the RVI Group (it being understood that RVI shall be responsible for all premiums, costs and fees associated with any insurance policies covering RVI or any member of the RVI Group pursuant to this Section 5.1(a), whether paid directly to any insurance provided or as reimbursement to DDR for amounts expended by it for such policies). At the Effective Time, RVI shall, unless it has obtained the prior written consent of DDR, have in effect all insurance programs required to comply with RVI’s contractual obligations (including, without limitation, the RVI Financing Arrangements) and such other insurance policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to RVI’s. Such insurance programs may include but are not limited to general liability, commercial auto liability, worker’s compensation, employer’s liability, product/completed operations liability, pollution legal liability, surety bonds, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability.

(b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the RVI Group prior to the Effective Time DDR will provide RVI with access to, and RVI may, upon ten (10) days’ prior Notice to DDR, make claims under,

DDR’s insurance policies in place prior to the Effective Time and DDR’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the RVI Group prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions:

(i) RVI shall report any claim to DDR, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with DDR’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by DDR to RVI in writing);

(ii) RVI and the members of the RVI Group shall exclusively bear and be liable for (and neither DDR nor any members of the DDR Group shall have any obligation to repay or reimburse RVI or any member of the RVI Group for), and shall indemnify, hold harmless and reimburse DDR and the members of the DDR Group for, any deductibles, self-insured retention, fees and expenses to the extent resulting from any access to, or any claims made by RVI or any other members of the RVI Group or otherwise made in respect of losses of the RVI Business under, any insurance provided pursuant to this Section 5.1(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the RVI Group, its employees or Third Party; and

(iii) RVI shall exclusively bear and be liable for (and neither DDR nor any members of the DDR Group shall have any obligation to repay or reimburse RVI or any member of the RVI Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by RVI or any member of the RVI Group under the policies as provided for in this Section 5.1(c).

(c) Neither RVI nor any member of the RVI Group, in connection with making a claim under any insurance policy of DDR or any member of the DDR Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have an adverse impact on the then-current relationship between DDR or any member of the DDR Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by DDR or any member of the DDR Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of DDR or any member of the DDR Group under the applicable insurance policy.

(d) All payments and reimbursements by RVI pursuant to this Section 5.1 will be made within fifteen (15) days after RVI’s receipt of an invoice therefor from DDR. If DDR incurs costs to enforce RVI’s obligations herein, RVI agrees to indemnify and hold harmless DDR for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b). DDR shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply

to any RVI Liabilities and/or claims RVI has made or could make in the future, and no member of the RVI Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with DDR’s insurers with respect to any of DDR’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. RVI shall cooperate with DDR and share such information as is reasonably necessary in order to permit DDR to manage and conduct its insurance matters as it deems appropriate. Neither DDR nor any of the members of the DDR Group shall have any obligation to secure extended reporting for any claims under any Liability policies of DDR or any member of the DDR Group for any acts or omissions by any member of the RVI Group incurred prior to the Effective Time.

(e) RVI does hereby, for itself and each other member of the RVI Group, agree that no member of the DDR Group shall have any Liability whatsoever as a result of the insurance policies and practices of DDR and the members of the DDR Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

5.2 Late Payments. Except as expressly provided to the contrary in this Agreement, in any Ancillary Agreement or in any Management Agreement, any amount not paid when due pursuant to this Agreement, any Ancillary Agreement or any Management Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such xxxx, invoice or other demand) shall accrue interest at a rate per annum equal to Prime Rate plus five (5%) percent.

5.3 Inducement. RVI acknowledges and agrees that DDR’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by RVI’s covenants and agreements in this Agreement, the Ancillary Agreements and the Management Agreements, including RVI’s assumption of the RVI Liabilities pursuant to the provisions of this Agreement and RVI’s covenants and agreements contained in Article IV.

5.4 Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement or Management Agreement, and each Party shall (except as otherwise provided in Article IV) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information.

(a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of DDR and RVI, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the

Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group to the extent that (i) such information relates to the RVI Business, or any RVI Asset or RVI Liability, if RVI is the requesting Party, or to the DDR Business, or any DDR Asset or DDR Liability, if DDR is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, any Ancillary Agreement or Management Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

6.2 Ownership of Information. The provision of any information pursuant to Section 6.1 or Section 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement, the Ancillary Agreements and the Management Agreements), or constitute a grant of rights in or to any such information.

6.3 Compensation for Providing Information. The Party requesting information pursuant to a request for information in accordance with this Article VI agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement, any Management Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

6.4 Record Retention. To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in their respective possession or control on the Effective Time in accordance with the policies of DDR as in effect on the Effective Time or such other policies as may be adopted by DDR after the Effective Time (provided, in the case of RVI, that DDR notifies RVI of any such change). Notwithstanding the foregoing in this Section 6.4, Section 8 of the Tax Matters Agreement will govern the retention of Tax-related records.

6.5 Limitations of Liability. Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement or any Management Agreement.

(b) Any party that receives, pursuant to a request for information in accordance with this Article IV, Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.7 Production of Witnesses; Records; Cooperation.

(a) After the Effective Time, except in the case of an adversarial Action or Dispute between DDR and RVI, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d) Without limiting any provision of this Section 6.7, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the

defense of any infringement or similar claim with respect any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a Third Party in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses, inventors and other officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.7(a)).

6.8 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the DDR Group and the RVI Group, and that each of the members of the DDR Group and the RVI Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the DDR Group or the RVI Group, as the case may be.

(b) The Parties agree as follows:

(i) DDR shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the DDR Business and not to the RVI Business, whether or not the Privileged Information is in the possession or under the control of any member of the DDR Group or any member of the RVI Group. DDR shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any DDR Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the DDR Group or any member of the RVI Group;

(ii) RVI shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the RVI Business and not to the DDR Business, whether or not the Privileged Information is in the possession or under the control of any member of the RVI Group or any member of the DDR Group. RVI shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any RVI Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the RVI Group or any member of the DDR Group; and

(iii) if the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the

Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the DDR Business, solely to the RVI Business, or to both the DDR Business and the RVI Business.

(c) Subject to the remaining provisions of this Section 6.8, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests.

(e) In the event of any adversarial Action or Dispute between DDR and RVI, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 6.8(c); provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which Notice shall be delivered to such other Party no later than five (5) business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of DDR and RVI set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and

maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of Notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.7 or this Section 6.8, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9 Confidentiality.

(a) Confidentiality.

(i) Subject to Section 6.10, from and after the Effective Time until the five (5)-year anniversary of the Effective Time, each of DDR and RVI, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to DDR’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement, any Management Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement, any Ancillary Agreement or any Management Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(ii) Notwithstanding anything in this Agreement to the contrary, the Parties shall be deemed to have satisfied their obligations hereunder with respect to any proprietary or

confidential information of any member of the other Group if they exercise the same degree of care (but no less than a reasonable degree of care) as they exercise to preserve confidentiality for their own similar proprietary or confidential information.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a)(i) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.10. Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement, any Ancillary Agreement or any Management Agreement, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

(c) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or personal information relating to, Third Parties (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party or members of such Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

6.10 Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall, to the extent reasonably practicable, cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the

disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

DISPUTE RESOLUTION

7.1 Good-Faith Negotiation. Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or Ancillary Agreement (including regarding whether any Assets are RVI Assets, any Liabilities are RVI Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide Notice thereof to the other Party (the “Initial Notice”), and within thirty (30) days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of vice president. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days after the delivery of such Notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.1, the Dispute shall be submitted to mediation in accordance with Section 7.2.

7.2 Mediation. Any Dispute not resolved pursuant to Section 7.1 shall, at the written request of a Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure, except as modified herein. The mediation shall be held in (a) Cleveland, Ohio or (b) such other place as the Parties may mutually agree in writing. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Request, then a Party may request (on Notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable Notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within sixty (60) days of the appointment of a mediator, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 7.3.

7.3 Arbitration.

(a) In the event that a Dispute has not been resolved within sixty (60) days of the appointment of a mediator in accordance with Section 7.2, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration pursuant to the CPR Arbitration Procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 7.2. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 will be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5 million; or (ii) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $5 million or more.

(b) The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the second of the two (2) arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the CPR Arbitration Procedure. In the event that the two (2) Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator, then upon written application by either party, the sole independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure.

(c) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4, the arbitrator(s) may affirm or disaffirm that relief, and the Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings.

7.4 Litigation and Unilateral Commencement of Arbitration. Notwithstanding the foregoing provisions of this Article VII, (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1, Section 7.2 and Section 7.3 if such action is reasonably necessary to avoid

irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.2 and Section 7.3 if (i) such Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other party has failed, within the applicable periods set forth in Section 7.3, to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (ii) such Party has failed to comply with Section 7.3 in good faith with respect to commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

7.5 Conduct During Dispute Resolution Process. Unless otherwise agreed to in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII, unless such commitments are the specific subject of the Dispute at issue.

ARTICLE VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the RVI Assets and the DDR Assets and the assignment and assumption of the RVI Liabilities and the DDR Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Effective Time, DDR and RVI in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by DDR, RVI or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) DDR and RVI, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of RVI or any other member of the RVI Group, on the one hand, or of DDR or any other member of the DDR Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any Third Party arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

8.2 RVI Post-Effective Time Remittances to DDR. Subject to maintaining its status as a REIT, RVI shall remit, or shall cause to be remitted, to DDR amounts on account of funds held in the Reserve Accounts (as defined in the RVI Mortgage Loan) at the Effective Time in accordance with Schedule 8.2.

8.3 Allocation of Puerto Rico Property Insurance Policies Proceeds. Any Insurance Proceeds received by either DDR or RVI in connection with the Puerto Rico Property Insurance Policies shall be allocated as follows: to the extent such Insurance Proceeds relate to Losses incurred or sustained prior to the Effective Time, such Insurance Proceeds shall be retained by (or delivered to, in the event they are received by RVI) DDR. To the extent the Insurance Proceeds relate to Losses incurred or sustained after the Effective Time, such Insurance Proceeds shall be retained by (or delivered to, in the event they are received by DDR) RVI. If either Party or any member of its Group receives any Insurance Proceeds under the Puerto Rico Property Insurance Policies that relate to Losses incurred or sustained both prior to and after the Effective Time, the Parties will cooperate in good faith to allocate such Insurance Proceeds in accordance with their pro rata shares of the Losses to which such Insurance Proceeds relate.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by DDR, in its sole and absolute discretion, without the approval or consent of any other Person, including RVI. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement each Ancillary Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

(b) This Agreement, Ancillary Agreements and the Management Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter.

(c) DDR represents on behalf of itself and each other member of the DDR Group, and RVI represents on behalf of itself and each other member of the RVI Group, as follows:

(i) each such Person has the requisite power and authority and has taken all action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement and Management Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement and Management Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.2 Governing Law. The provisions of this Agreement and, unless expressly provided there, each Ancillary Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof.

10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided, however, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

10.4 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any DDR Indemnitee or RVI Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices. All notice, report or other communication (each a “Notice”) required or permitted to be given under this Agreement and, to the extent applicable and unless otherwise provided therein, under each Ancillary Agreement shall be in writing and shall be given by being delivered (a) by hand, (b) by courier or overnight carrier, or (c) by e-mail to the addresses set forth below:

To DDR:

DDR Corp.

0000 Xxxxxxxxxx Xxxxxxx

Xxxxxxxxx, Xxxx 00000

Attention: General Counsel

e-mail: xxxxxxxxxx@xxx.xxx

with a copy (which shall not constitute Notice) to:

Xxxxx Day

000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxx 00000

Attention: Xxxxx X. Xxxxxxxxx

email: xxxxxxxxxxx@xxxxxxxx.xxx

To RVI:

Retail Value Inc.

0000 Xxxxxxxxxx Xxxxxxx

Xxxxxxxxx, Xxxx 00000

Attention: Executive Vice President and Secretary

e-mail: xxxxxxxxxx@xxx.xxx

Any Party may at any time give Notice to the other Party of a change in its address for the purposes of this Section 10.5. Notwithstanding anything in this Agreement to the contrary, until such time that that none of the Management Agreements remain in effect, Notice may be given

by oral notice given personally or by telephone. For the avoidance of doubt, it is expressly understood that either Party may waive the requirement of any applicable Notice provision hereunder or under any Ancillary Agreement at any time and by any reasonable means.

10.6 Severability. The provisions of this Agreement and the Ancillary Agreements are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide Notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 No Set-Off. Except as set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to either such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

10.9 Publicity. Prior to the Effective Time, each of DDR and RVI shall consult with each other prior to either Party issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

10.10 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement or as otherwise agreed to in writing by the Parties, (a) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Separation, the Form 10, the RVI Financing Arrangements and the Distribution and the consummation of the transactions contemplated hereby shall be borne by DDR; and (b) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred after the Effective Time shall be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

10.11 Headings. The article, section and paragraph headings contained in this Agreement and the Ancillary Agreements are for convenience only, and they neither form a part of this Agreement or any Ancillary Agreement nor are they to be used in the construction or interpretation hereof or thereof.

10.12 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

10.13 No Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

10.14 Specific Performance. Subject to the provisions of Article VII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.15 Amendments. Neither this Agreement nor any Ancillary Agreement shall be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto or thereto, or their respective successors or permitted assignees.

10.16 Interpretation. For the purposes of this Agreement and the Ancillary Agreements, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules and Exhibits hereto and thereto), (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if,” (g) unless the context otherwise requires, Articles, Sections, Schedules and Exhibits mean Articles of, Sections of and Schedules and Exhibits attached to this Agreement (or the applicable Ancillary Agreement), (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the

United States or Cleveland, Ohio, (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified, and (j) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall be references to [ ], 2018. This Agreement and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement (or the applicable Ancillary Agreement) to the same extent as if they were set forth verbatim herein or therein. In the case of any conflict between this Agreement and (x) the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail unless the Tax Matters Agreement explicitly states that this Agreement shall control and (y) any Management Agreement in relation to any matters addressed by such Management Agreement, the applicable Management Agreement shall prevail unless the applicable Management Agreement explicitly states that this Agreement shall control.

10.17 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, but without limiting any recovery expressly provided by Section 7.2, neither RVI or any member of the RVI Group, on the one hand, nor DDR or any member of the DDR Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.18 Performance. DDR will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the DDR Group. RVI will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the RVI Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.


DDR CORP.

By:
		Name:
		Title:


RETAIL VALUE INC.

By:
		Name:
		Title:

[Signature Page to Separation and Distribution Agreement]

Specific Performance

Amendments

Interpretation

Limitations of Liability

Performance