9/3/20 Term Sheet

Treatment of

Equity                         Treatment of Notes                                                     Treatment of Credit Facility

Principal Amount

~$1.123 billion (combined currently outstanding revolver and term loan amount); to be partially paid down at close of transaction as noted below

Term

Five-year term, structured as a three-year term with two one-year extension options

Commitment Fee

50bps at close, additional 25bps upon each extension

Rate

L+375bps coupon, 25bps LIBOR floor

Amortization

$75 million per annum for years one to three, $85 million per annum for years four and five, as applicable

Collateral Support

First priority liens on existing borrowing base properties and additional properties totaling ~$166 million in projected 2021 NOI; properties outlined on the following page

Pledges of or guarantees from any properties with first priority liens / pledges / guarantees granted to the New Notes; properties to consist of unencumbered assets not listed on the following page

Pari passu guarantees on all other properties with guarantees granted to the New Notes up to an amount equal to the face value of the existing Credit Facility; properties include all other JV and

mortgage entity properties

Covenants

Minimum debt yield of 10% from September 30, 2020 to September 30, 2021; 12% thereafter

Minimum capex/TI/redevelopment spend at the borrowing base properties; to be determined based on either a percentage of annual spend or a fixed dollar amount

Other non-financial covenants similar to current Credit Facility

Covenant holiday TBD following close of the transaction

ECF Sweep

100% of all excess cash flow (to be defined) to pay down the Credit Facility balance

Restricted Payments

Dividends and other payments to be restricted to the minimum amount required to maintain REIT status with dividends payable in stock where allowed

Cash Consideration

Borrower shall make a principal payment at closing in the amount of $24 million applied to the Credit Facility

Waiver of Base Rate Interest and Default Interest

If Borrower complies with the closing conditions, the Lenders shall waive the ~$17 million in retroactive Base Rate interest having accrued from July 1, 2019 plus any and all Default Interest having accrued

Principal Amount

$500 million

Term

Eight-year term (June 2028 maturity)

Rate

8.00% coupon

Collateral Support

First priority liens on, pledges of, or guarantees from properties totaling ~$76 million in projected 2021 NOI consisting of consisting of ~$47 million of first priority liens against certain unencumbered properties, ~$5 million of priority guarantees from certain unencumbered properties, ~$15 million of priority guarantee / equity pledges from certain unencumbered properties, and ~$9 million of first priority liens against certain unencumbered properties that may be released by the Board of Directors

Guarantees from any properties with first priority liens granted to the Credit Facility; properties outlined on the following page

Pari passu guarantees on all other properties with guarantees granted to the Credit Facility up to an amount equal to the face value of the New Notes; properties include all other JV and mortgage entity properties

Cash Consideration

Up to $50 million cash payment made to creditors at close of the transaction

Equity Consideration

90.0% of reorganized equity

Equity Consideration

10.0% of reorganized equity

Three series of warrants exercisable for 20.0% of reorganized equity