Exhibit 10.10


 


CREDIT AGREEMENT


 


Dated as of March 30, 2017


 


among


 


PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP
III, L.P.

as the Borrower,


 


PHILLIPS EDISON GROCERY CENTER REIT III INC.

as the Parent Entity


 


CERTAIN SUBSIDIARIES OF THE PARENT ENTITY,

as the Guarantors,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swing Line Lender and L/C Issuer,


 


JPMORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A.,

and

KEYBANK NATIONAL ASSOCIATION

as Co-Syndication Agents,


 


FIFTH THIRD BANK


and


REGIONS BANK,


as Co-Documentation Agents,


 


THE OTHER LENDERS PARTY HERETO


 


WELLS FARGO SECURITIES, LLC

and

JPMORGAN CHASE BANK, N.A.

as Joint Book Managers


 


and


 


WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.,


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


and


KEYBANC CAPITAL MARKETS INC.


as Joint Lead Arrangers


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	36
	1.03	Accounting Terms	37
	1.04	Rounding	37
	1.05	Times of Day; Rates	37
	1.06	Letter of Credit Amounts	37
	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	38
	 	 
	2.01	Commitments	38
	2.02	Borrowings, Conversions and Continuations of Loans	38
	2.03	Letters of Credit	40
	2.04	Swing Line Loans	49
	2.05	Prepayments	51
	2.06	Termination or Reduction of Aggregate Revolving Commitments	53
	2.07	Repayment of Loans	53
	2.08	Interest	53
	2.09	Fees	54
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	55
	2.11	Evidence of Debt	55
	2.12	Payments Generally; Administrative Agent’s Clawback	56
	2.13	Sharing of Payments by Lenders	57
	2.14	Cash Collateral	58
	2.15	Defaulting Lenders	59
	2.16	Increase in Commitments	62
	2.17	Extension of Maturity Date	63
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	64
	 	 
	3.01	Taxes	64
	3.02	Illegality	68
	3.03	Inability to Determine Rates	69
	3.04	Increased Costs	69
	3.05	Compensation for Losses	71
	3.06	Mitigation Obligations; Replacement of Lenders	71
	3.07	Survival	72
	 	 	 
	ARTICLE IV GUARANTY	72
	 	 	 
	4.01	The Guaranty	72
	4.02	Obligations Unconditional	73
	4.03	Reinstatement	73
	4.04	Certain Additional Waivers	74
	4.05	Remedies	74
	4.06	Rights of Contribution	74
	4.07	Guarantee of Payment; Continuing Guarantee	74
	4.08	Keepwell	74


 




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	ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	75
	 	 
	5.01	Conditions of Initial Credit Extension	75
	5.02	Conditions to all Credit Extensions	77
	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	78
	 	 
	6.01	Existence, Qualification and Power	78
	6.02	Authorization; No Contravention	78
	6.03	Governmental Authorization; Other Consents	78
	6.04	Binding Effect	78
	6.05	Financial Statements; No Material Adverse Effect	78
	6.06	Litigation	79
	6.07	[Reserved]	79
	6.08	Ownership of Property; Liens	79
	6.09	Environmental Compliance	79
	6.10	Insurance	79
	6.11	Taxes	80
	6.12	ERISA Compliance	80
	6.13	Collateral Documents	80
	6.14	Margin Regulations; Investment Company Act	81
	6.15	Disclosure	81
	6.16	Compliance with Laws	81
	6.17	Intellectual Property; Licenses, Etc	81
	6.18	Solvency	82
	6.19	OFAC; FCPA	82
	6.20	REIT Status	82
	6.21	Anti-Money Laundering Laws	82
	6.22	Anti-Corruption Laws	82
	6.23	EEA Financial Institution	82
	 	 	 
	ARTICLE VII AFFIRMATIVE COVENANTS	83
	 	 
	7.01	Financial Statements	83
	7.02	Certificates; Other Information	83
	7.03	Notices	85
	7.04	Payment of Obligations	85
	7.05	Preservation of Existence, Etc	85
	7.06	Maintenance of Properties	86
	7.07	Maintenance of Insurance	86
	7.08	Compliance with Laws	86
	7.09	Books and Records	86
	7.10	Inspection Rights	86
	7.11	Use of Proceeds	87
	7.12	ERISA Compliance	87
	7.13	Addition of Borrowing Base Properties	87
	7.14	Removal of Borrowing Base Properties	88
	7.15	Borrowing Base Properties	89
	 	 	 
	ARTICLE VIII NEGATIVE COVENANTS	89
	 	 
	8.01	Liens	89
	8.02	Investments	90
	8.03	Indebtedness	91
	8.04	Fundamental Changes	91
	8.05	Dispositions	91


 




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	8.06	Restricted Payments	92
	8.07	Change in Nature of Business	92
	8.08	Transactions with Affiliates	92
	8.09	Burdensome Agreements	92
	8.10	Use of Proceeds	93
	8.11	Financial Covenants	93
	8.12	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	95
	8.13	Sanctions	95
	8.14	Anti-Corruption Laws	95
	 	 	 
	ARTICLE IX EVENTS OF DEFAULT AND REMEDIES	95
	 	 
	9.01	Events of Default	95
	9.02	Remedies Upon Event of Default	98
	9.03	Application of Funds	98
	 	 	 
	ARTICLE X ADMINISTRATIVE AGENT	99
	 	 
	10.01	Appointment and Authority	99
	10.02	Rights as a Lender	99
	10.03	Exculpatory Provisions	100
	10.04	Reliance by Administrative Agent	101
	10.05	Delegation of Duties	101
	10.06	Resignation of Administrative Agent	101
	10.07	Non-Reliance on Administrative Agent and Other Lenders	102
	10.08	No Other Duties; Etc	103
	10.09	Administrative Agent May File Proofs of Claim	103
	10.10	Collateral and Guaranty Matters	104
	10.11	Treasury Management Agreements and Swap Contracts	104
	 	 	 
	ARTICLE XI MISCELLANEOUS	104
	 	 
	11.01	Amendments, Etc	104
	11.02	Notices and Other Communications; Facsimile Copies	107
	11.03	No Waiver; Cumulative Remedies; Enforcement	109
	11.04	Expenses; Indemnity; and Damage Waiver	109
	11.05	Payments Set Aside	111
	11.06	Successors and Assigns	112
	11.07	Treatment of Certain Information; Confidentiality	116
	11.08	Set-off	117
	11.09	Interest Rate Limitation	117
	11.10	Counterparts; Integration; Effectiveness	118
	11.11	Survival of Representations and Warranties	118
	11.12	Severability	118
	11.13	Replacement of Lenders	118
	11.14	Governing Law; Jurisdiction; Etc	119
	11.15	Waiver of Right to Trial by Jury	120
	11.16	Electronic Execution of Assignments and Certain Other Documents	120
	11.17	USA PATRIOT Act	121
	11.18	No Advisory or Fiduciary Relationship	121
	11.19	Release of Collateral	121
	11.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	122


 




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	SCHEDULES	 
	2.01	Commitments and Applicable Percentages
	6.08	Property
	11.02	Certain Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	A	Form of Loan Notice
	B	Form of Swing Line Loan Notice
	C	Form of Revolving Note
	D	Form of Swing Line Note
	E	Form of Compliance Certificate
	F	Form of Borrowing Base Compliance Certificate
	G	Form of Joinder Agreement
	H	Form of Assignment and Assumption
	I	Forms of U.S. Tax Compliance Certificates
	J	Form of Pledge Agreement
	K	Form of Disbursement Instruction Agreement


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT is
entered into as of March 30, 2017 among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership
(the “Borrower”), PHILLIPS EDISON GROCERY CENTER REIT III INC. (or its successors as permitted hereunder), the
other Guarantors (defined herein), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,
Swing Line Lender and L/C Issuer.


 


The Borrower has requested
that the Lenders provide up to a $250,000,000 credit facility for the purposes set forth herein, and the Lenders are willing to
do so on the terms and conditions set forth herein.


 


In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


1.01         Defined
Terms.


 


As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Adjusted EBITDA”
means (i) Consolidated EBITDA for the most recently ended period of four fiscal quarters minus (ii) the aggregate Annual Capital
Expenditure Adjustment.


 


“Administrative
Agent” means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative
agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Aggregate Revolving
Commitments” means the Revolving Commitments of all the Lenders as adjusted from time to time pursuant to this Agreement.
The aggregate principal amount of the Aggregate Revolving Commitments in effect on the Closing Date is TWO HUNDRED FIFTY MILLION
DOLLARS ($250,000,000).


 


“Agreement”
means this Credit Agreement.


 


“Annual Capital
Expenditure Adjustment” means, for any retail Property, an amount equal to the product of (a) $0.15 multiplied by (b)
the aggregate net rentable area (determined on a square feet basis) of all such Properties.


 




     


     


    

 


“Applicable Percentage”
means with respect to any Lender at any time, with respect to such Lender’s Revolving Commitment at any time, the percentage
of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment
as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans and the obligation of
an L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Revolving
Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other agreement
pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable Rate”
means:


 


(a)          Prior
to the occurrence of the Security Interests Release Date, and subject to clauses (b) and (c) below, the applicable rate per annum
set forth in the table below opposite the Leverage Ratio, as determined as of the last day of the immediately preceding fiscal
quarter.


 





	Pricing
 Tier	 	Leverage Ratio	 	Applicable Rate for Eurodollar
 Rate Loans, LIBOR Daily
 Floating Rate Loans and Letters
 of Credit	 	 	Applicable Rate for
 Base Rate Loans
 (including Swing Line Loans)	 
	 	 	 	 	 	 	 	 	 	 	 
	1	 	≤ 45%	 	 	1.80	%	 	 	0.80	%
	2	 	> 45% - ≤ 50%	 	 	1.90	%	 	 	0.90	%
	3	 	> 50% - ≤ 55%	 	 	2.10	%	 	 	1.10	%
	4	 	> 55% - < 60%	 	 	2.40	%	 	 	1.40	%
	5	 	> 60%	 	 	2.75	%	 	 	1.75	%





 


Any increase or decrease
in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 7.02(a) (for a period in which the Borrower
owned at least five Properties); provided, however, that if a Compliance Certificate is not delivered when due in
accordance with such Section 7.02(a), then, upon the request of the Required Lenders, Pricing Tier 5 shall apply as of the
first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to
apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section
7.02(a), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Leverage Ratio contained in such
Compliance Certificate. The Applicable Rate in effect from the Closing Date to the first Business Day immediately following the
date a Compliance Certificate is delivered pursuant to Section 7.02(a) for the fiscal quarter ending March 31, 2017 shall
be determined based upon Pricing Tier 3. Notwithstanding anything to the contrary contained in this clause (a), the determination
of the Applicable Rate under this clause (a) for any period shall be subject to the provisions of Section 2.10(b).


 


(b)          After
the occurrence of the Security Interests Release Date, and subject to clause (a) above and (c) below, the applicable rate per annum
set forth in the table below opposite the Leverage Ratio, as determined as of the last day of the immediately preceding fiscal
quarter.


 




    	 	2	 



     


    

 





	Pricing
 Tier	 	Leverage Ratio	 	Applicable Rate for Eurodollar
 Rate Loans, LIBOR Daily
 Floating Rate Loans and Letters
 of Credit	 	 	Applicable Rate for
 Base Rate Loans
 (including Swing Line Loans)	 
	1	 	≤ 45%	 	 	1.35	%	 	 	0.35	%
	2	 	> 45% - ≤ 50%	 	 	1.50	%	 	 	0.50	%
	3	 	> 50% - ≤ 55%	 	 	1.65	%	 	 	0.65	%
	4	 	>55% - < 60%	 	 	1.95	%	 	 	0.95	%
	5	 	> 60%	 	 	2.20	%	 	 	1.20	%





 


Any increase or decrease
in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that
if a Compliance Certificate is not delivered when due in accordance with such Section 7.02(a), then, upon the request of
the Required Lenders, Pricing Tier 5 shall apply as of the first Business Day after the date on which such Compliance Certificate
was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance
Certificate is delivered in accordance with Section 7.02(a), whereupon the Applicable Rate shall be adjusted based upon
the calculation of the Leverage Ratio contained in such Compliance Certificate. Notwithstanding anything to the contrary contained
in this clause (b), the determination of the Applicable Rate under this clause (b) for any period shall be subject to the provisions
of Section 2.10(b).


 


(c)          If
the Parent Entity obtains an Investment Grade Rating from S&P, Moody’s or Fitch, the Borrower may, upon written notice
to the Administrative Agent, make an irrevocable one time written election to exclusively use the below table based on the Debt
Rating of the Parent Entity (setting forth the date for such election to be effective), and thereafter the Applicable Rate shall
be determined based on the applicable rate per annum set forth in the below table notwithstanding any failure of the Parent Entity
to maintain an Investment Grade Rating or any failure of Parent Entity to maintain a Debt Rating.


 





	Pricing
 Level	 	Debt Rating of
 Parent Entity	 	Applicable Rate for
 Eurodollar Rate Loans,
 LIBOR Daily Floating
 Rate Loans and Letters of
 Credit	 	 	Applicable Rate for Base
 Rate Loans (including
 Swing Line Loans)	 	 	Facility Fee	 
	1	 	> A-/ A-/A3	 	 	0.825	%	 	 	0.00	%	 	 	0.125	%
	2	 	BBB+ / BBB+ Baa1	 	 	0.90	%	 	 	0.00	%	 	 	0.15	%
	3	 	BBB / BBB / Baa2	 	 	1.00	%	 	 	0.00	%	 	 	0.20	%
	4	 	BBB- / BBB- / Baa3	 	 	1.20	%	 	 	0.20	%	 	 	0.25	%
	5	 	< BBB- / BBB- / Baa3 or unrated	 	 	1.55	%	 	 	0.55	%	 	 	0.30	%





 




    	 	3	 



     


    

 


Each change in the Applicable
Rate resulting from a change in the Debt Rating of the Parent Entity shall be effective for the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the
above, after making the one time election described herein, (i) if at any time there are two ratings and there is a split in such
Debt Ratings of the Parent Entity, and the Debt Ratings differ by one level, then the Pricing Level for the higher of such Debt
Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the
lowest); (ii) if there are two ratings and there is a split in Debt Ratings of the Parent Entity of more than one level, then
the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (iii) if the Parent
Entity has only one Debt Rating, such Debt Rating shall apply; provided, that, if the only Debt Rating is from Fitch, then Pricing
Level 5 shall apply; (iv) if there are three ratings, but two ratings are at the same level, then the Pricing Level for those two
Debt Ratings shall apply; (v) if there are three ratings and each rating is at a different level, the Pricing Level for the middle
Debt Rating shall apply; and (vi) if S&P, Moody’s and Fitch discontinue their ratings of the REIT industry generally
or the Parent Entity specifically (so long as the reason for such discontinuance is not the Parent Entity’s non-payment for
the services of S&P, Moody’s and Fitch), (A) for the period from such discontinuance until the earlier of (x) ninety
days after such discontinuance and (y) the date the Parent Entity receives a rating from another substitute rating agency reasonably
acceptable to the Administrative Agent, the Pricing Level in effect immediately prior to such discontinuance shall apply, (B) if
no such substitute rating agency reasonably acceptable to the Administrative Agent has been identified and accepted by the Administrative
Agent within 90 days of such discontinuance, Pricing Level 5 under this subsection (b) shall apply and (C) if the Parent Entity
receives a substitute rating from a rating agency reasonably acceptable to the Administrative Agent, the above pricing grid will
be adjusted upon the receipt of such new rating from such new rating agency in a manner that the Pricing Levels based on such new
rating most closely correspond to the above ratings levels.


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.


 


“Arrangers”
means Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of
any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit H or any other form (including electronic documentation generated by MarkitClear or other electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic
Lease of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment
of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 9.02.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 




    	 	4	 



     


    

 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Balance Sheet
Cash” means all unrestricted cash and Cash Equivalents set forth on the balance sheet of the Consolidated Group, as determined
in accordance with GAAP.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest
in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and
(c) the Eurodollar Rate plus 1.00%; provided that if the Base Rate shall be less than zero, such rate shall be deemed to
be zero for purposes of this Agreement. The “prime rate” is a rate set by the Administrative Agent based upon various
factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and
is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate, and such announced
rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. Any
change in the “prime rate” announced by the Administrative Agent shall take effect at the opening of business on the
day specified in the public announcement of such change.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials”
has the meaning specified in Section 7.02.


 


“Borrowing”
means each of the following: (a) a borrowing of Swing Line Loans pursuant to Section 2.04 and (b) a borrowing consisting
of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each
of the Lenders pursuant to Section 2.01.


 


“Borrowing Base”
means the Secured Borrowing Base or the Unsecured Borrowing Base, as applicable.


 


“Borrowing Base
Asset Value” means, at any time, (a) an amount equal to (i) Borrowing Base NOI from all Borrowing Base Properties (other
than Non-Stabilized Properties) that have been owned by a Loan Party for four full fiscal quarter periods or longer (which amount
for each individual Borrowing Base Property as well as the aggregate amount for all Borrowing Base Properties shall not be less
than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Borrowing Base
Properties that have been owned by the Loan Parties for less than four full fiscal quarters, plus (c) the undepreciated book value
of Borrowing Base Properties that are Non-Stabilized Properties.


 


“Borrowing Base
Compliance Certificate” means a certificate substantially in the form of Exhibit F.


 




    	 	5	 



     


    

 


“Borrowing Base
NOI” means (a) for each Borrowing Base Property that has been owned for four full fiscal quarters or longer, the Net
Operating Income from such Borrowing Base Property for the most recently ended four fiscal quarters minus the Annual Capital
Expenditure Adjustment with respect to such Borrowing Base Property, (b) for each Borrowing Base Property that has been
owned for at least one full fiscal quarter but less than four full fiscal quarters, the Net Operating Income from such Borrowing
Base Property for the most recently ended fiscal quarter multiplied by four minus the Annual Capital Expenditure Adjustment
with respect to such Borrowing Base Property, and (c) for each Borrowing Base Property that has been owned for less than one full
fiscal quarter, the Underwritten Net Operating Income from such Borrowing Base Property minus the Annual Capital Expenditure
Adjustment with respect to such Borrowing Base Property; provided, that (x) the Net Operating Income of a real property asset that
is sold by a Person within the fiscal quarter will be excluded in calculating Borrowing Base NOI and (y) income from Major Tenants
in bankruptcy will be excluded from the calculation but only to the extent the relevant leases have been rejected pursuant to such
bankruptcy proceedings. For purposes of calculating the aggregate Borrowing Base NOI for each relevant four fiscal quarter period
after (x) there are a minimum of fifteen (15) properties in the Borrowing Base, (y) the Borrowing Base Asset Value exceeds $225,000,000
and (z) the Total Asset Value exceeds $350,000,000, (i)(A) if any single Borrowing Base Property accounts for greater than 15%
of the aggregate Borrowing Base NOI, the amount of Net Operating Income that exceeds such limit shall be deducted from the aggregate
Borrowing Base NOI; (B) if Borrowing Base Properties located in any one metropolitan statistical area account for more than 25%
of the aggregate Borrowing Base NOI , the amount of Net Operating Income that exceeds such limit shall be deducted from the aggregate
Borrowing Base NOI, (C) if single tenant Borrowing Base Properties with tenants that do not have an investment grade credit rating
from either S&P or Moody’s (BBB- or Baa3, respectively) account for more than 15% of the aggregate Borrowing Base NOI,
the amount of Net Operating Income that exceeds such limit shall be deducted from the aggregate Borrowing Base NOI and (D) if Borrowing
Base Properties that are subject to Ground Leases account for more than 5% of the aggregate Borrowing Base NOI, the amount of Net
Operating Income that exceeds such limit shall be deducted from the aggregate Borrowing Base NOI; and (ii) if base rate rental
revenue from a single tenant exceeds 15% of the aggregate base rental revenue for all Borrowing Base Properties (with an exception
for Publix and Kroger, each of which may consist of up to 25% of the aggregate base rental revenues for all Borrowing Base Properties),
the amount of base rate rental revenue that exceeds such limit shall be deducted from the aggregate Borrowing Base NOI.


 


“Borrowing Base
Property” means a property that is designated as such by the Borrower in accordance with the terms of the Loan Documents
and is an Eligible Property.


 


“Borrowing Base
Termination Event” means the occurrence of either of the following: (a) the Parent Entity obtains an Investment Grade
Rating or (b) so long as no Default or Event of Default has occurred and is continuing, (i) the Total Asset Value exceeds $1.5
billion and (ii) the aggregate occupancy of all Unencumbered Properties is greater than or equal to 80%.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, the state where the Administrative Agent’s Office is located.


 


“Capitalization
Rate” means seven percent (7.00%).


 


“Capitalized Lease
Obligation” means the monetary obligation of a Person under any lease of any property by such Person as lessee which
would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the
Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations,
cash or deposit account balances or, if the Administrative Agent and the L/C Issuers shall agree in their sole discretion, other
credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent
and the L/C Issuers. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the
proceeds of such cash collateral and other credit support.


 




    	 	6	 



     


    

 


“Cash Equivalents”
means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities
of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of
(i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s
is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved
Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated
A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing
within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company
(including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount
of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment
programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).


 


“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of Control”
means the occurrence of any of the following events:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding the Key Principals, their respective immediate family members, Affiliates, or trusts or entities for the
benefit of, or directly or indirectly controlled by, the Key Principals or their respective immediate family members and any employee
benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of
all securities that such person or group has the right to acquire (such right, an “option right”), whether such
right is exercisable immediately or only after the passage of time), directly or indirectly, of 40% of the Equity Interests of
the Parent Entity entitled to vote for members of the board of directors or equivalent governing body of the Parent Entity on a
fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to
any option right);


 




    	 	7	 



     


    

 


(b)          during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Parent Entity cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body (including, without limitation, each replacement for any such members resulting from (1) the death
or incapacity of any such member and/or (2) the resignation or removal of any such member or any such member’s refusal to
stand or failure to be nominated for re-election to the board or other equivalent governing body);


 


(c)          the
Parent Entity (i) ceases to own, directly or indirectly, a majority of the Voting Stock and economic and beneficial interests of
the Borrower, or (ii) ceases to be the sole owner of the General Partner; or


 


(d)          the
General Partner ceases to be the sole general partner of the Borrower.


 


“Closing Date”
means the date of this Agreement.


 


“Closing Date
Material Adverse Effect” means any event or circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have (a) a material adverse change in, or a material adverse effect on, the operations, business, assets,
properties, liabilities (actual or contingent), or financial condition of the Consolidated Group, taken as a whole, (b) a material
adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability
of the Borrower and the Guarantors taken as a whole to perform their obligations under any Loan Document, and (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against the Borrower or a Guarantor of any Loan Document to
which it is a party.


 


“Collateral”
means a collective reference to the Equity Interests in each Subsidiary Guarantor with respect to which Liens in favor of the Administrative
Agent, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.


 


“Collateral Documents”
means a collective reference to the Pledge Agreement and such other security documents as may be executed and delivered by the
Loan Parties pursuant to the terms of Section 7.13.


 


“Commitment”
means, as to each Lender, the Revolving Commitment of such Lender.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) as amended or otherwise modified, and any successor
statute.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit E.


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 




    	 	8	 



     


    

 


“Consolidated
EBITDA” means, for the Consolidated Group, without duplication, the sum of (a) Net Income of the Consolidated Group,
in each case, excluding (i) any non-recurring, extraordinary and unusual charges, expenses, impairment, gains and losses for such
period (including, without limitation, prepayment penalties and costs or fees incurred in connection with any capital markets offering,
debt financing, or amendment thereto, redemption or exchange of Indebtedness, tender offer, lease termination, business combination,
acquisition, exchange listing or delisting, disposition, recapitalization or similar transaction, including without limitation,
pursuant to any Permitted Reorganization (regardless of whether such transaction is completed)), (ii) any income or gain and any
loss in each case resulting from early extinguishment of Indebtedness, (iii) any net income or gain or any loss resulting from
a swap or other derivative contract (including by virtue of a termination thereof), and (iv) non-cash expenses or charges, plus
(b) an amount which, in the determination of net income for such period pursuant to clause (a) above, has been deducted for or
in connection with (i) Interest Expense, (ii) income taxes, (iii) depreciation and amortization, (iv) adjustments as a result of
the straight lining of rents, (v) amortization of above and below market lease adjustments and market debt adjustments, (vi) amortization
of tenant allowance, (vii) amortization of deferred financing costs, in each such case of (i) through (vii) above, as determined
in accordance with GAAP and (viii) the Unused Fee, plus (c) the Consolidated Group Pro Rata Share of the above attributable
to interests in Unconsolidated Affiliates. Notwithstanding the foregoing, corporate general and administrative expenses (which,
for the avoidance of doubt, shall include asset management fees) during the first twelve months following the last day of the first
full fiscal quarter to occur after the Closing Date (or such earlier date of the Borrower’s election to use actual general
and administrative expenses), will be adjusted to 8% of total property revenues.


 


“Consolidated
Group” means the Loan Parties and their consolidated subsidiaries, as determined in accordance with GAAP.


 


“Consolidated
Group Pro Rata Share” means, with respect to any Unconsolidated Affiliate, the percentage of the total equity ownership
interests held by the Consolidated Group, in the aggregate, in such Unconsolidated Affiliate determined by calculating the greater
of (a) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Unconsolidated
Affiliate held by the Consolidated Group in the aggregate and (b) the percentage of the total book value of such Unconsolidated
Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Unconsolidated Affiliate,
after repayment in full of all Indebtedness of such Unconsolidated Affiliate; provided, that to the extent a given calculation
includes liabilities, obligations or Indebtedness of any Unconsolidated Affiliate and the Consolidated Group, in the aggregate,
is or would be liable for a portion of such liabilities, obligations or Indebtedness in a percentage in excess of that calculated
pursuant to clauses (a) and (b) above, the “Consolidated Group Pro Rata Share” with respect to such liabilities, obligations
or Indebtedness shall be equal to the percentage of such liabilities, obligations or Indebtedness for which the Consolidated Group
is or would be liable.


 


“Construction
in Progress” means, as of any date, any Property then under development; provided that a Property shall no longer be
included in Construction in Progress and shall be deemed to be a stabilized project upon the earlier of (a) the date on which the
first rental payment for such Property is received and (b) the last day of the fiscal quarter in which the annualized Net Operating
Income attributable to such Property divided by the Capitalization Rate exceeds the undepreciated book value of such Property.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled
by another Person if such other Person possesses, directly or indirectly, power to vote 5% or more of the securities having ordinary
voting power for the election of directors, managing general partners or the equivalent.


 




    	 	9	 



     


    

 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Debt Rating”
means, as of any date of determination, the rating as determined by S&P, Moody’s or Fitch of a Person’s non-credit-enhanced,
senior unsecured long-term debt. The Debt Rating in effect at any date is the Debt Rating that is in effect at the close of business
on such date.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable
Laws and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two
(2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent
and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to the Administrative Agent, the applicable L/C Issuer, the Swing Line Lender or any
other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit
or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the
applicable L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided, that, a Lender shall not
be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct or
indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such
Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender
under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the
date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the
Administrative Agent to the Borrower, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.


 




    	 	10	 



     


    

 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory is the subject of any Sanction or target of any comprehensive
Sanctions (as of the date of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Disbursement
Instruction Agreement” means an agreement substantially in the form of Exhibit K to be executed and delivered by
the Borrower pursuant to Section 2.02(f), as the same may be amended, restated or modified from time to time with the
prior written approval of the Administrative Agent.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
Transaction) of any property by any Loan Party or any Subsidiary (including the Equity Interests of any Subsidiary), including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.


 


“Dividend Payout
Ratio” means, for any four fiscal quarter period, the ratio of (a) an amount equal to (i) one hundred percent (100%)
of all dividends or other distributions paid, direct or indirect, on account of any Equity Interests of the Parent Entity (except
for (x) dividends or other distributions payable solely in shares of that class of Equity Interest to the holders of that class
and (y) in connection with any redemption, retirement, surrender, defeasance, repurchase, purchase or other similar transaction
or acquisition for value, direct or indirect, on account of any Equity Interests of the Parent Entity) during such four fiscal
quarter period, less (ii) any amount of such dividends or distributions constituting Dividend Reinvestment Proceeds, to (b) Funds
From Operations of the Consolidated Group for such four fiscal quarter period.


 


“Dividend Reinvestment
Proceeds” means all dividends or other distributions, direct or indirect, on account of any shares of any Equity Interests
of the Parent Entity which any holder(s) of such Equity Interests direct to be used, concurrently with the making of such dividend
or distribution, for the purpose of purchasing for the account of such holder(s) additional Equity Interests in the Consolidated
Group.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 




    	 	11	 



     


    

 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such
consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Eligible Property”
means a property that: (a) is one hundred percent (100%) fee owned by the Borrower or a Subsidiary Guarantor or subject to an acceptable
Ground Lease; provided, that, if, after giving effect to such Ground Lease, the Net Operating Income for all Properties subject
to a Ground Lease exceeds twenty percent (20%) of the aggregate Net Operating Income for all Borrowing Base Properties, such Ground
Lease must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (b) is located in
the United States; (c) is not subject to any Liens other than Permitted Liens or any Negative Pledges and the owner thereof has
(i) not granted a Negative Pledge to any other creditor that would affect the Lenders’ ability to take a Lien on such property
and (ii) not agreed to guarantee or otherwise become liable for any Indebtedness of another party; (d) if such property is a single
tenant property, it is one hundred percent (100%) occupied, (e) is a shopping center retail property or such other type of property
consented to by the Lenders; (f) is not subject to any material environmental, title or structural problems; (g) is not subject
to any leases that are in payment or bankruptcy default, after giving effect to any notice or cure periods set forth therein; provided
that, in the case of multi-tenant properties, the qualification in this clause (g) shall be limited to leases of anchor tenants
in payment or bankruptcy default; (h) is insured in accordance with the requirements of Section 7.07; and (i) is an Investment
permitted under Section 8.02.


 


“Environmental
Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions
relating to pollution and the protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower, any other Loan Party or (to the extent any such liability is recourse to a Loan Party) any of
their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law with respect
to any Project, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials on
any Project, (c) exposure of any Project to any Hazardous Materials, (d) the release of any Hazardous Materials originating from
any Project into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 




    	 	12	 



     


    

 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section
414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions
relating to Section 412 of the Internal Revenue Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination
under Sections 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event
or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical
status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h)
the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, upon the Borrower or any ERISA Affiliate.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.


 


“Eurodollar Base
Rate” means:


 


(a)          for
any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest per annum determined on the basis of the rate
for deposits in U.S. Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page
(or any applicable successor page) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period; and


 


(b)          for
any interest rate calculation with respect to a Base Rate Loan on any date, the rate of interest per annum determined on the basis
of the rate for deposits in U.S. Dollars for an Interest Period of one month which appears on Reuters Screen LIBOR01 Page (or any
applicable successor page) at approximately 11:00 a.m., London time, at approximately 11:00 a.m., London time, determined two Business
Days prior to such date for Dollar deposits with a term of one month commencing that date;


 


provided, that,
(i) if, for any reason, the rate referred to in the preceding clauses (a) and (b) does not appear on Reuters Screen LIBOR01 Page
(or any applicable successor page), then the rate to be used shall be determined by the Administrative Agent to be the arithmetic
average of the rate per annum at which deposits in U.S. Dollars would be offered by first class banks in the London interbank market
to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable
Interest Period for a period equal to such Interest Period and (ii) if the Eurodollar Base Rate shall be less than zero, said rate
shall be deemed zero for purposes of this Agreement.


 




    	 	13	 



     


    

 


“Eurodollar Rate”
means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period
by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for any
day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by
the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan
for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.


 


“Eurodollar Rate
Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”.


 


“Eurodollar Reserve
Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining
the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar
Rate Loan and for each outstanding Base Rate Loan the interest on which is determined by reference to the Eurodollar Rate, in each
case, shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.


 


“Event of Default”
has the meaning specified in Section 9.01.


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official
interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 hereof and any and all guarantees
of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such
Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master
Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to Swap Contracts for which such Guaranty or security interest becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request
by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that
pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to
such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any
U.S. federal withholding taxes imposed under FATCA.


 




    	 	14	 



     


    

 


“Extension Amendments”
has the meaning specified in Section 11.01.


 


“Facility Fee”
means, for each day during the Availability Period in which the Borrower has exercised its rights under clause (c) of the definition
of Applicable Rate, an amount equal to (a) the Aggregate Revolving Commitments for such day (regardless of usage), multiplied by
(b) a per annum percentage for such day (as determined for a three hundred sixty (360) day year) equal to the applicable percentage
set forth for Facility Fees in the table set forth in clause (c) of the definition of Applicable Rate.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements
entered into pursuant thereto.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if
no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate
charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent and (c) if the Federal
Funds Rate shall be less than zero, said rate shall be deemed zero for purposes of this Agreement.


 


“Fee Letters”
means the Wells Fargo Fee Letter and the JPM Fee Letter.


 


“FFO Percentage”
means, (a) for the two fiscal quarters commencing on the date that is eight (8) full fiscal quarters after the Closing Date, 125%,
(b) for the two (2) fiscal quarter period thereafter, 110% and (c) for all dates thereafter, 95%.


 


“Fitch”
means Fitch Ratings, and any successor thereto.


 


“Fixed Charge
Coverage Ratio” means, for any four fiscal quarter period, the ratio of (a) Adjusted EBITDA for such four fiscal quarter
period to (b) Fixed Charges for such four fiscal quarter period.


 


“Fixed Charges”
means, for the Consolidated Group, without duplication, the sum of (a) Interest Expense, plus (b) scheduled principal payments,
exclusive of balloon payments, plus (c) dividends and distributions on preferred stock, if any, plus (d) the Consolidated
Group Pro Rata Share of the above attributable to interests in Unconsolidated Affiliates, all for the most recently ended period
of four fiscal quarters.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 




    	 	15	 



     


    

 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s Applicable
Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect
to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the
terms hereof.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“Funds from Operations”
means, with respect to any Person for any period, an amount equal to (a) the Net Income of such Person for such period, computed
in accordance with GAAP, excluding gains and losses from sales of depreciated property other than out lot sales, non-cash impairment
charges, gains and losses from extinguishment of debt, amortization of above and below market lease adjustments and market debt
adjustments, amortization of tenant allowances, amortization of deferred financing costs, other non-cash charges, and gains or
losses to the extent non-cash from Swap Contracts, plus (b) depreciation and amortization and non-cash amortization of transaction
expenses arising from the creation of new investment funds, and after adjustments for unconsolidated partnerships and joint ventures;
provided, that (x) adjustments for unconsolidated partnerships and joint ventures will be recalculated to reflect funds from operations
on the same basis, (y) Funds from Operations shall be reported in accordance with the NAREIT policies unless otherwise agreed to
in this definition and (z) costs and fees incurred by the Consolidated Group in connection with the acquisition of real property
assets and transaction costs incurred by the Consolidated Group in connection with any capital markets offering, debt financing,
or amendment thereto, redemption or exchange of indebtedness, tender offer, lease termination, business combination, acquisition,
exchange listing or delisting, disposition, recapitalization or similar transaction including, without limitation, pursuant to
any Permitted Reorganization (regardless of whether such transaction is completed), in each case, shall be excluded from the calculation
of Funds from Operations.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, consistently applied and as in effect from time to time.


 


“General Partner”
means Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company, or any successor general partner of
the Borrower approved by the Administrative Agent in accordance with this Agreement.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


“Ground Lease”
means a ground lease containing the following terms and conditions: (a) a remaining term (inclusive of any unexercised extension
options) of 40 years or more from the date the property under such lease becomes an Eligible Property, or, in the case of a shorter
term, the leasehold interest of the Borrower or applicable Subsidiary Guarantor therein reverts to a fee interest of the Borrower
or such Subsidiary Guarantor at the end of such term; (b) the right of the lessee to mortgage and encumber its interest in the
leased property without the consent of the lessor; and (c) reasonable transferability of the lessee’s interest under such
lease, including ability to sublease.


 




    	 	16	 



     


    

 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided that any customary non-recourse carve-out guarantee shall not be deemed a Guarantee
hereunder, except, if and to the extent that the guarantor thereunder has acknowledged such liability or it has been determined
by a court of competent jurisdiction to be liable for a claim thereunder for which such guarantor is not otherwise indemnified
by any third party which has the financial ability to perform with respect to such indemnity and is not disavowing its obligations
thereunder, or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether
or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of
such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person
in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantors”
means (a) the Parent Entity, (b) each of the Subsidiary Guarantors, (c) any Subsidiary that is required to be a Guarantor
pursuant to Section 8.03(e), (d) with respect to (i) Obligations under any Swap Contract between any Loan Party and a Lender
or Affiliate of a Lender, (ii) Obligations under any Treasury Management Agreement between any Loan Party and a Lender or Affiliate
of a Lender, (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08)
under the Guaranty, the Borrower and (e) the successors and permitted assigns of the foregoing.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent, the Lenders and the other holders of the Obligations
pursuant to Article IV.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Impacted Loans”
has the meaning specified in Section 3.03.


 


“Indebtedness”
means, for the Consolidated Group, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 




    	 	17	 



     


    

 


(a)          all
obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments.


 


(b)          all
direct or contingent obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar
instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements)
to the extent such instruments or agreements support financial, rather than performance, obligations.


 


(c)          net
obligations under any Swap Contract.


 


(d)          all
obligations to pay the deferred purchase price of property or services.


 


(e)          Capitalized
Lease Obligations and Synthetic Lease Obligations.


 


(f)          all
obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest, valued, in the
case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference, plus accrued and
unpaid dividends.


 


(g)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property (including indebtedness arising under conditional sales or other
title retention agreements) whether or not such indebtedness has been assumed by the grantor of the Lien or is limited in recourse.


 


(h)          all
Guarantees in respect of any of the foregoing.


 


For all purposes hereof,
Indebtedness shall include the Consolidated Group Pro Rata Share of the foregoing items and components attributable to Indebtedness
of Unconsolidated Affiliates. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of any Capitalized Lease Obligation or Synthetic Lease Obligation as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitees”
has the meaning specified in Section 11.04(b).


 


“Information”
has the meaning specified in Section 11.07.


 


“Interest Expense”
means, without duplication, total interest expense of the Consolidated Group determined in accordance with GAAP; provided that
(i) amortization of deferred financing costs shall be excluded, to the extent included in accordance with GAAP and (ii) for the
avoidance of doubt capitalized interest and interest expense attributable to the Consolidated Group Pro Rata Share in Unconsolidated
Affiliates shall be included.


 


“Interest Payment
Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates;
and (b) as to any Base Rate Loan (including a Swing Line Loan) or LIBOR Daily Floating Rate Loan, the first Business Day of each
calendar month (for interest accrued through the last day of the prior calendar month) and the Maturity Date.


 




    	 	18	 



     


    

 


“Interest Period”
means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (in each case, subject to
availability), as selected by the Borrower in its Loan Notice; provided that:


 


(a)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;


 


(b)          any
Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period; and


 


(c)          no
Interest Period with respect to any Revolving Loan shall extend beyond the Maturity Date.


 


“Interim Financial
Statements” means the unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended
December 31, 2016 and the month ended February 28, 2017, including balance sheets and statements of income or operations, shareholders’
equity and cash flows.


 


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


 


“Internal Revenue
Service” means the United States Internal Revenue Service.


 


“Investment”
means any investment made in cash or by delivery of property by any Person (a) in any Person, whether by (i) acquisition of assets,
shares of Equity Interests, bonds, notes, mortgage instruments (including deeds of trust, deeds to secure debt and mortgages),
debentures, partnership, joint ventures or other ownership interests or other securities of any Person or (ii) any deposit with,
or advance, loan or other extension of credit to, any Person (other than deposits made in connection with the purchase of equipment
or other assets in the ordinary course of business) or (iii) any other capital contribution to or investment in such Person, including,
without limitation, any guaranty obligations (including any support for a letter of credit issued on behalf of such Person) incurred
for the benefit of such Person, or (b) in any property. Investments which are loans, advances, extensions of credit or Guarantees
shall be valued at the principal amount of such loan, advance or extension of credit outstanding as of the date of determination
or, as applicable, the principal amount of the loan or advance outstanding as of the date of determination actually guaranteed
by such Guarantees. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.


 


“Investment Grade
Rating” means a senior unsecured debt rating of the Parent Entity of BBB- or better from Standard & Poor’s
or Fitch or Baa3 or better from Moody’s.


 


“IP Rights”
has the meaning specified in Section 6.17.


 




    	 	19	 



     


    

 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by an L/C Issuer and the Borrower (or any Subsidiary) or in favor of an L/C Issuer and relating to any such Letter
of Credit.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit G executed and delivered by a Subsidiary in accordance with
the provisions of Section 7.13.


 


“JPM Fee Letter”
means the letter agreement, dated as of January 12, 2017 between the Borrower and JPMorgan Chase Bank, N.A.


 


“Key Principals”
means each of Jeffrey S. Edison, Michael C. Phillips and Devin I. Murphy.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Borrowing of Revolving Loans.


 


“L/C Commitment”
means, as to each L/C Issuer, its obligation to issue Letters of Credit to the Borrower pursuant to Section 2.03 in an aggregate
principal amount at any one time outstanding not to exceed the lesser of (a) $25,000,000 and (b) 5% of the Aggregate Revolving
Commitments.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.


 


“L/C Issuers”
means Wells Fargo and JPMorgan Chase Bank, N.A. in their capacity as issuers of Letters of Credit hereunder, or any successor issuer
of Letters of Credit hereunder.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns and,
as the context requires, includes the Swing Line Lender.


 




    	 	20	 



     


    

 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Letter of Credit”
means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from
time to time in use by an L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not
a Business Day, the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).


 


“Letter of Credit
Sublimit” means an amount equal to the lesser of (a) ten percent (10%) of the Aggregate Revolving Commitments and (b)
$50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


 


“Leverage Ratio”
means, with respect to the Consolidated Group as of any date of calculation, (a) Total Indebtedness as of such date divided by
(b) Total Asset Value.


 


“LIBOR”
has the meaning specified in the definition of “Eurodollar Base Rate”.


 


“LIBOR Daily Floating
Rate” means the rate per annum equal to LIBOR as of that day that would be applicable for a Eurodollar Rate Loan having
a one-month Interest Period determined at approximately 10:00 a.m. Central time for such day (rather than 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period as otherwise provided in the definition of “LIBOR”),
or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR Daily Floating Rate shall be determined
on a daily basis.


 


“LIBOR Daily Floating
Rate Loan” means a Loan that bears interest based on the LIBOR Daily Floating Rate.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of
any kind or nature whatsoever (including (a) any conditional sale or other title retention agreement, (b) any easement, right of
way or other encumbrance on title to real Property that materially affects the value of such real Property, and (c) any financing
lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or Swing Line
Loan.


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Joinder Agreement, any agreement creating or perfecting rights in Cash
Collateral pursuant to the provisions of Section 2.14 of this Agreement and the Fee Letters.


 


“Loan Modification
Offer” has the meaning specified in Section 11.01.


 




    	 	21	 



     


    

 


“Loan Notice”
means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar
Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit
A.


 


“Loan Party”
means the Borrower or any Guarantor and “Loan Parties” means, collectively, the Borrower and the Guarantors.


 


“Major Tenant”
means a tenant of a Loan Party under a lease of Property which entitles it to occupy 15,000 square feet or more of the net rentable
area of such Property.


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract”.


 


“Material Acquisition”
means (a) when the Consolidated Group has a Total Asset Value of less than $1,000,000,000, a simultaneous acquisition of assets
with a purchase price of 10% or more of Total Asset Value and (b) at any time after the Consolidated Group obtains a Total Asset
Value of $1,000,000,000 or more, a simultaneous acquisition of assets with a purchase price of 5% or more of Total Asset Value;
provided that if the Borrower designates an acquisition as a Material Acquisition it cannot designate a subsequent acquisition
as a Material Acquisition until financial statements have been received pursuant to Section 7.01(b) for at least six (6) fiscal
quarters following the date of such designation.


 


“Material Adverse
Effect” means any event or circumstance, either individually or in the aggregate, that has had or could reasonably be
expected to have (a) a material adverse change in, or a material adverse effect on, the business, properties, liabilities or financial
condition of the Consolidated Group, taken as a whole, (B) a material adverse effect on the rights and remedies of the Administrative
Agent or any Lender under any Loan Document, or of the ability of the Borrower and the Guarantors taken as a whole to perform their
obligations under any Loan Document, or (C) a material adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower or a Guarantor of any Loan Document to which it is a party.


 


“Maturity Date”
means March 30, 2021, as such date may be adjusted from time to time in accordance with Section 2.17; provided, however,
that, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the Fronting Exposure
of the applicable L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral
consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or
(a)(iii), an amount equal to 102% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined
by the Administrative Agent and the applicable L/C Issuer in their sole discretion.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Mortgage Receivables”
means any investment securities that represent an interest in, or are secured by, one or more pools of commercial mortgage loans
or synthetic mortgages.


 




    	 	22	 



     


    

 


“Mortgageability
Amount” means the product of (a) (i) prior to the occurrence of the Security Interests Release Date, the Total Revolving
Outstandings as of the date of such calculation or (ii) after the occurrence of the Security Interests Release Date, Unsecured
Indebtedness as of the date of such calculation, in each case, multiplied by (b) a debt constant based on a thirty (30) year, mortgage-style
principal amortization at an interest rate equal to the greatest of (i) the 10 year Treasury Bill yield plus 250 basis points,
(ii) 6.50% and (iii) the rate per annum equal to LIBOR, at approximately 11:00 a.m., London time, determined two Business Days
prior to such date for Dollar deposits with a term of one month commencing that date plus the Applicable Rate for Eurodollar
Rate Loans as of the last day of the most recent calendar quarter.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or
any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Negative Pledge”
shall mean with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which
prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person
owning such asset or any other Person; provided, however, that an agreement that conditions a Person’s ability
to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber
its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute
a Negative Pledge.


 


“Net Income”
means the net income (or loss) of the Consolidated Group for the subject period; provided, however that Net Income shall exclude
(a) extraordinary gains and extraordinary losses for such period, (b) the net income of any Subsidiary of the Parent Entity during
such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income
is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such
Subsidiary during such period, except that the Parent Entity’s equity in any net loss of any such Subsidiary for such period
shall be included in determining Net Income, (c) any income (or loss) from an Unconsolidated Affiliate of the Parent Entity in
an amount equal to the aggregate amount of cash actually distributed by such Unconsolidated Affiliate during such period to the
Parent Entity or a Subsidiary thereof as a dividend or other distribution (and in the case of a dividend or other distribution
to a Subsidiary of the Parent Entity, such Subsidiary is not precluded from further distributing such amount to the Parent Entity
as described in clause (b) of this proviso), and (d) any rental income received from leases to Major Tenants in any bankruptcy
proceedings, to the extent the relevant leases have been rejected pursuant to such bankruptcy proceedings during the subject period.


 


“Net Operating
Income” means for any Property and for any period, an amount equal to (a) the aggregate gross revenues from the operations
of such Property during such period from tenants paying rent (exclusive of any rental income from any leases to Major Tenants in
any bankruptcy proceedings, to the extent the relevant leases have been rejected pursuant to such bankruptcy proceedings during
the subject period and exclusive of above and below market lease adjustments and amortization of tenant allowance in accordance
with GAAP) minus (b) the sum of all expenses and other charges incurred in connection with the operation of such real Property
during such period (including accruals for real estate taxes and insurance and Property Management Fees, but excluding debt service
charges, income taxes, depreciation, amortization and other non-cash expenses), which expenses and accruals shall be calculated
in accordance with GAAP.


 


“Net Worth Fiscal
Quarter End” means the last day of the most recently completed fiscal quarter after the Borrower has acquired five (5)
real property assets.


 




    	 	23	 



     


    

 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-Recourse
Debt” means Indebtedness of any member of the Consolidated Group in which the liability of the applicable obligor is
limited to such obligor’s interest in specified assets securing such Indebtedness, subject to customary non-recourse carve-outs,
including, without limitation, exclusions for claims that are based on fraud, intentional misrepresentation, misapplication of
funds, gross negligence or willful misconduct to the extent no claim of liability has been made pursuant to any such carve-outs.


 


“Non-Stabilized
Property” means, for any Property, (a) a Property designated in writing by the Borrower as a Non-Stabilized Property
which has not previously been designated as such and (b) the occupancy rate for such designated Property is below 80% at the time
of such designation; provided, that, once designated as a Non-Stabilized Property, such Property shall cease to be a Non-Stabilized
Property upon the earlier of (i) Borrower’s request or (ii) eight fiscal quarters following the designation of such Property
as a Non-Stabilized Property.


 


“Note”
or “Notes” means the Revolving Notes and/or the Swing Line Note, individually or collectively, as appropriate.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall
also include any Swap Contract and any Treasury Management Agreement between any Loan Party and any Lender or Affiliate of a Lender;
provided that the “Obligations” shall exclude any Excluded Swap Obligations.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability
company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 




    	 	24	 



     


    

 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06).


 


“Outstanding Amount”
means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Loans occurring on such date; and (b) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and
any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by
the Borrower of Unreimbursed Amounts.


 


“PACE Financing”
means (a) any “Property Assessed Clean Energy” loan or financing or (b) any other indebtedness, without regard to the
name given thereto, which is (i) incurred for improvements to a Property for the purpose of increasing energy efficiency, increasing
use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments
against such Property.


 


“Parent Entity”
means Phillips Edison Grocery Center REIT III Inc., a Maryland corporation, or such other entity following any reorganization permitted
by Section 8.04.


 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant Register”
has the meaning specified in Section 11.06(d).


 


“Patriot Act”
has the meaning set forth in Section 11.17.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.


 


“Permitted Liens”
means the following:


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet delinquent or which are
being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;


 




    	 	25	 



     


    

 


(c)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or
pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that such
Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce
the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with
GAAP have been established;


 


(d)          pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;


 


(e)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(f)          easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto for its current use or
materially interfere with the use thereof by the Loan Parties;


 


(g)          Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 9.01(h);


 


(h)          leases
or subleases granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries;


 


(i)          any
interest of title of a lessor under, and Liens arising from UCC financing statements relating to, leases permitted by this Agreement;


 


(j)          normal
and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;


 


(k)          Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


 


(l)          Liens
of sellers of goods to a Loan Party and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar
provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase
price for such goods and related expenses;


 


(m)          Liens,
if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); and


 


(n)          after
there are at least fifteen (15) Borrowing Base Properties, Liens securing PACE Financings in an amount not to exceed (a) $1,000,000
in any one year and (b) $2,500,000, in the aggregate, during the term of this Agreement.


 




    	 	26	 



     


    

 


“Permitted Reorganization”
means any or all of the following: (a) the corporate reorganization of the Consolidated Group and any related mergers with respect
thereto, (b) the internalization (in whole or in part, whether by merger, purchase, contribution or assumption of assets and/or
liabilities or other similar transaction) of the existing external manager of the Parent Entity and the Borrower, (c) the initial
public offering of the Parent Entity and/or the listing of the Parent Entity on a recognized US stock exchange, and (d) the issuance
of additional Equity Interests of the Borrower and/or the conversion of Equity Interests of the Borrower into Equity Interests
of the Parent Entity; provided that after giving effect to any Permitted Reorganization (i) the Parent Entity shall remain a Guarantor,
(ii) (A) the Parent Entity shall continue to own, directly or indirectly, a majority of the Voting Stock and economic and beneficial
interests of the Borrower and (B) the Borrower shall continue to directly or indirectly own 100% of the Voting Stock and economic
and beneficial interests of each Subsidiary Guarantor, (iii) Phillips Edison Grocery Center Operating Partnership III, L.P., a
Delaware limited partnership, shall remain as the Borrower, and (iv) the Borrower shall deliver to the Administrative Agent, (x)
a written certificate reasonably satisfactory to the Administrative Agent showing, in reasonable detail, that the Consolidated
Group will be in pro forma compliance with the financial covenants in Section 8.11 after giving effect to any Permitted
Reorganization, (y) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”
and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (z) a completed Borrowing Base
Compliance Certificate showing, in reasonable detail, that the Borrower will be in compliance with the Borrowing Base after giving
effect to any Permitted Reorganization.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any such Plan to which the Borrower is required to contribute on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 7.02.


 


“Pledge Agreement”
means the Pledge Agreement, in the form of Exhibit J, dated as of the Closing Date, executed in favor of the Administrative
Agent (for the benefit of the Secured Parties) by the Loan Parties thereto, as amended, modified, restated or supplemented from
time to time.


 


“Precedent Financial
Statements” means the audited consolidated balance sheet of Phillips Edison Grocery Center REIT II Inc., Phillips Edison
Grocery Center Operating Partnership II, L.P. and their consolidated subsidiaries, and the related consolidated statements of income
or operations, shareholders’ equity and cash flows for such fiscal year of the Consolidated Group, including the notes thereto,
audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, as delivered from
time to time under that certain Credit Agreement dated as of July 2, 2014 among Phillips Edison Grocery Center REIT II Inc., as
borrower, Phillips Edison Grocery Center Operating Partnership II, L.P., as parent entity, the guarantors party thereto, KeyBank
National Association, as administrative agent, swing line lender and l/c issuer and the lenders from time to time party thereto.


 


“Property”
means any real estate asset directly owned by any member of the Consolidated Group, any of its Subsidiaries or any Unconsolidated
Affiliate.


 


“Property Management
Fees” means, with respect to each Property for any period, an assumed amount equal to three percent (3%) of the aggregate
base rent and percentage rent due and payable under leases with tenants at such Property.


 


“Public Lender”
has the meaning specified in Section 7.02.


 




    	 	27	 



     


    

 


“Qualified ECP
Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualified at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an
“eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means the Administrative Agent, any Lender or an L/C Issuer.


 


“Recourse Debt”
means any Indebtedness (other than Non-Recourse Debt) of any member of the Consolidated Group for which such Person has personal
liability; provided that any customary non-recourse carve-outs with respect to such Indebtedness shall not be deemed Recourse Debt
hereunder, except, if and to the extent that the obligor thereunder has acknowledged such liability or it has been determined,
by a court of competent jurisdiction to be liable for a claim thereunder for which such obligor is not otherwise indemnified by
any third party which has the financial ability to perform with respect to such indemnity and is not disavowing its obligations
thereunder.


 


“Register”
has the meaning specified in Section 11.06(c).


 


“REIT”
means a “real estate investment trust” under Sections 856-860 of the Internal Revenue Code.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been
waived.


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect
to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders.
The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided
that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to
fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing
Line Lender or L/C Issuer, as the case may be, in making such determination.


 


“Responsible Officer”
means the chief executive officer, president (including co-president) vice-president, chief financial officer, treasurer, assistant
treasurer or controller of a Loan Party and, solely for purposes of the delivery of certificates pursuant to Sections 5.01
or 7.13(b), the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by
a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on
behalf of such Loan Party.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of
any Loan Party or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity
Interests or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person
thereof), or any setting apart of funds or property for any of the foregoing.


 




    	 	28	 



     


    

 


“Revolving Commitment”
means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any
one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement.


 


“Revolving Credit
Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving
Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


“Revolving Loan”
has the meaning specified in Section 2.01.


 


“Revolving Note”
has the meaning specified in Section 2.11(a).


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.


 


“Sale and Leaseback
Transaction” means any arrangement pursuant to which any Loan Party, directly or indirectly, becomes liable as lessee,
guarantor or other surety with respect to any lease, whether an operating lease or a capital lease, of any Borrowing Base Property
(a) which such Person has sold or transferred (or is to sell or transfer) to another Person which is not a Loan Party or (b) which
such Person intends to use for substantially the same purpose as any other Borrowing Base Property which has been sold or transferred
(or is to be sold or transferred) by such Person to another Person which is not a Loan Party in connection with such lease.


 


“Sanctions”
means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the
European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Borrowing
Base” means, prior to the occurrence of the Security Interests Release Date, the Borrower’s compliance with the
following, in each case determined on a rolling four quarter basis and tested as of the last day of the most recently ended fiscal
quarter:


 


(a)          the
ratio of (i) the Total Revolving Outstandings as of such date to (ii) Borrowing Base Asset Value, for the most recent four fiscal
quarter period shall not exceed 65%; and


 


(b)          the
ratio of (i) Borrowing Base NOI, for the most recent four fiscal quarter period, to (ii) the Mortgageability Amount shall not be
less than 1.35 to 1.00 increasing to 1.50 to 1.00 on the earlier of (x) the date that is nine months following the last day of
the first full fiscal quarter to occur after the Closing Date or (y) when the Secured Borrowing Base consists of at least five
(5) properties with an aggregate Borrowing Base Asset Value of at least $150,000,000.


 




    	 	29	 



     


    

 


“Secured Indebtedness”
means, for any Person, Indebtedness of such Person that is secured by a Lien; provided that (a) direct Indebtedness (as opposed
to a Guarantee) that is secured solely by Equity Interests and (b) PACE Financings with respect to Borrowing Base Properties shall,
in each case, not be deemed to be Secured Indebtedness for the purposes of this Agreement.


 


“Secured Leverage
Ratio” means, with respect to the Consolidated Group as of any date of calculation, (a) Total Secured Indebtedness as
of such date divided by (b) Total Asset Value.


 


“Secured Parties”
means a collective reference to each holder of the Obligations prior to the Security Interests Release Date.


 


“Security Interests
Release Date” means the occurrence of (a) a Security Interests Termination Event and (b) the release of the Collateral
upon the request of the Borrower pursuant to Section 11.19.


 


“Security Interests
Termination Event” means the occurrence of the following, so long as no Default or Event of Default has occurred and
is continuing: (a) the Parent Entity has raised in excess of $200,000,000 of gross equity proceeds and (b) the Total Asset Value
exceeds $400,000,000.


 


“Shareholders’
Equity” means an amount equal to shareholders’ equity or net worth of the Consolidated Group, as determined in
accordance with GAAP.


 


“Solvent”
or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is
able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course
of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a
transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute
unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged
or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person
is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute
and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed
at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


 


“Specified Loan
Party” has the meaning set forth in Section 4.08.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent Entity.


 


“Subsidiary Guarantors”
means (a) each Subsidiary that, directly or indirectly, owns all or any portion of a Borrowing Base Property; provided, however,
upon (i) removal of such Property from the pool of Borrowing Base Properties in accordance with Section 7.14 or (ii) a Borrowing
Base Termination Event, such Subsidiary shall, to the extent provided herein, cease to be a Subsidiary Guarantor and (b) any Subsidiary
that becomes a Subsidiary Guarantor pursuant to Section 7.13(d).


 




    	 	30	 



     


    

 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


“Swap Obligation”
means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swap Termination
Value” means, after taking into account the effect of any legally enforceable netting agreement relating to any Swap
Contract, (a) for any date on or after the date such Swap Contract has been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined
as the mark-to-market value(s) for such Swap Contract, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any affiliate of a Lender).


 


“Swing Line Lender”
means Wells Fargo in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing Line Loan”
has the meaning specified in Section 2.04(a).


 


“Swing Line Loan
Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall
be substantially in the form of Exhibit B.


 


“Swing Line Note”
has the meaning specified in Section 2.11(a).


 


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $50,000,000 and (b) ten percent (10%) of the Aggregate Revolving Commitments. The Swing
Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment).


 


“Tangible Net
Worth” means, for the Consolidated Group as of any date of determination, (a) total equity (including, without limitation,
redeemable Equity Interests) determined in accordance with GAAP, minus (b) all intangible assets determined in accordance
with GAAP (except for intangible assets related to the value of acquired in-place leases), plus (c) all accumulated depreciation
and amortization determined in accordance with GAAP.


 




    	 	31	 



     


    

 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Threshold Amount”
means $20,000,000.


 


“Total Asset Value”
means, at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal to (i) Net Operating
Income for the most recently ended four fiscal quarters from all Properties (other than Non-Stabilized Properties) owned by the
Consolidated Group for four full fiscal quarters or longer (which amount for each individual Property as well as the aggregate
amount for all Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition
cost of all Properties acquired by the Consolidated Group during the then most recently ended four fiscal quarter period, plus
(c) the undepreciated book value of Non-Stabilized Properties; provided that, if the Total Asset Value attributable to Non-Stabilized
Properties accounts for more than 15% of Total Asset Value, the amount of undepreciated book value of such Non-Stabilized Properties
that exceeds such limit shall be deducted from Total Asset Value, plus (d) subject to the limitations in Section 8.02,
the aggregate undepreciated book value of all Unimproved Land, Mortgage Receivables and Construction in Progress owned by the Consolidated
Group, plus (e) subject to the limitations in Section 8.02, the Consolidated Group Pro Rata Share of the foregoing
items and components attributable to interests in Unconsolidated Affiliates, plus (f) Total Cash.


 


“Total Cash”
means all cash and Cash Equivalents of the Consolidated Group, including, cash and Cash Equivalents held as collateral, in escrow
in a bank account by a lender, creditor or contract counterparty and from like-kind exchanges (including cash from like-kind exchanges
on deposit with a qualified intermediary).


 


“Total Credit
Exposure” means, as to any Lender at any time, the sum of unused Commitments of such Lender plus the Revolving Credit
Exposure of such Lender at such time.


 


“Total Indebtedness”
means (a) all Indebtedness of the Consolidated Group determined on a consolidated basis plus (b) the Consolidated Group
Pro Rata Share of Indebtedness attributable to interests in Unconsolidated Affiliates.


 


“Total Recourse
Indebtedness” means (a) all Recourse Indebtedness of the Consolidated Group determined on a consolidated basis plus
(b) the Consolidated Group Pro Rata Share of Recourse Indebtedness attributable to interests in Unconsolidated Affiliates.


 


“Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations.


 


“Total Secured
Indebtedness” means (a) all Secured Indebtedness of the Consolidated Group determined on a consolidated basis plus
(b) the Consolidated Group Pro Rata Share of Secured Indebtedness attributable to interests in Unconsolidated Affiliates.


 


“Treasury Management
Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts,
overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration,
controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.


 




    	 	32	 



     


    

 


“Type”
means, with respect to any Loan, its character as a Base Rate Loan, a Eurodollar Rate Loan or a LIBOR Daily Floating Rate Loan.


 


“UAV Investment
Limits” means the following limits:


 


(a)          Investments
in Properties contributing to the calculation of undepreciated book value of Construction in Progress shall not, in the aggregate,
at any time exceed an amount equal to ten percent (10.0%) of Unencumbered Asset Value (which for Construction in Progress held
or owned by Investment Affiliates, will be based upon the Consolidated Group Pro Rata Share of such Construction in Progress);


 


(b)          Investments
in Properties contributing to the calculation of undepreciated book value of Unimproved Land shall not at any time exceed an amount
equal to five percent (5.0%) of Unencumbered Asset Value (which for Unimproved Land held or owned by Investment Affiliates, will
be based upon the Consolidated Group Pro Rata Share of such Unimproved Land);


 


(c)          The
undepreciated book value of Investments in Mortgage Receivables shall not, in the aggregate, at any time exceed an amount equal
to ten percent (10.0%) of Unencumbered Asset Value (which for Mortgage Receivables held or owned by Investment Affiliates, will
be based upon the Consolidated Group Pro Rata Share of such Mortgage Receivables);


 


(d)          The
sum of all Investments in Properties contributing to the calculation of undepreciated book value of Construction in Progress and
Unimproved Land plus the undepreciated book value of Investments Mortgage Receivables shall not at any time exceed an amount equal
to fifteen percent (15.0%) of Unencumbered Asset Value (which for Unimproved Land, Construction in Progress and Mortgage Receivables
held or owned by Investment Affiliates, will be based upon the Consolidated Group Pro Rata Share of such Unimproved Land, Construction
in Progress and Mortgage Receivables); and


 


(e)          Investments
in Properties contributing to the calculation of undepreciated book value of Properties that are characterized as Non-Stabilized
Properties shall not, in the aggregate, at any time exceed an amount equal to ten percent (10.0%) of Unencumbered Asset Value (which
for Non-Stabilized Properties held or owned by Investment Affiliates, will be based upon the Consolidated Group Pro Rata Share
of such Construction in Progress).


 


“Unconsolidated
Affiliates” means an Affiliate of the Parent Entity or any other member of the Consolidated Group whose financial statements
are not required to be consolidated with the financial statements of the Parent Entity in accordance with GAAP.


 


“Underwritten
Net Operating Income” means the first year’s Net Operating Income of the Consolidated Group used to underwrite
the acquisition of a Borrowing Base Property.


 


“Undrawn Amount”
means, for each day during the term hereof, an amount equal to (a) the Aggregate Revolving Commitments existing as of the end of
such day, less (b) the aggregate Outstanding Amount of Revolving Loans and L/C Obligations (but specifically excluding Swing Line
Loans (other than to the extent the risk participation in a Swing Line Loan has been funded in cash by a Lender)) as of the end
of such day.


 




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“Unencumbered
Asset Value” means, without duplication, the sum of the following: (a) an amount equal to (i) Unencumbered NOI from all
Unencumbered Properties (other than Non-Stabilized Properties) that have been owned by the Consolidated Group for four full fiscal
quarter periods or longer (which amount for each individual Unencumbered Property as well as the aggregate amount for all Unencumbered
Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition
cost of all Unencumbered Properties that have been owned by the Consolidated Group for less than four full fiscal quarters, plus
(c) the undepreciated book value of Unencumbered Properties that are Non-Stabilized Properties, plus (d) subject to applicable
UAV Investment Limits, the aggregate undepreciated book value of all Unimproved Land, Mortgage Receivables and Construction in
Progress owned by the Consolidated Group to the extent any such assets are not subject to a lien plus (e) Balance Sheet
Cash. Notwithstanding the foregoing, if (x) a Borrowing Base Termination Event has occurred but the Parent Entity does not have
an Investment Grade Rating and (y) the aggregate occupancy rate of all Unencumbered Properties is less than 80% at such time, then
one or more Unencumbered Properties shall be removed by the Borrower from the calculation of Unencumbered Asset Value until the
Unencumbered Properties used to calculate Unencumbered Asset Value do have an aggregate occupancy rate of 80% or greater at such
time.


 


“Unencumbered
NOI” means (a) for Unencumbered Properties that have been owned for four full fiscal quarters or longer, the Net Operating
Income from such Unencumbered Property asset for the four fiscal quarter period minus the Annual Capital Expenditure Adjustment
with respect to such Unencumbered Property, (b) for Unencumbered Properties that have been owned for at least one full fiscal quarter
but less than four full fiscal quarters, the Net Operating Income from such Unencumbered Property for the most recently ended fiscal
quarter, multiplied by four minus the Annual Capital Expenditure Adjustment with respect to such Unencumbered Property,
(c) for Unencumbered Properties that have not been owned for at least one full fiscal quarter, the Underwritten Net Operating Income
from such Unencumbered Properties minus the Annual Capital Expenditure Adjustment with respect to such Unencumbered Property;
provided that (x) the Net Operating Income of a Property that is sold by a member of the Consolidated Group within the most recently
ended fiscal quarter will be excluded in calculating Unencumbered NOI, (y) income from Major Tenants in bankruptcy will be excluded
from the calculation to the extent the relevant leases have been rejected pursuant to such bankruptcy proceedings and (z) if the
Net Operating Income related to Ground Leases in connection with Unencumbered Properties accounts for more than 5% of the aggregate
Unencumbered NOI, the amount of Net Operating Income that exceeds such limit shall be deducted from the aggregate Unencumbered
NOI.


 


“Unencumbered
Properties” means a Property that: (a) is one hundred percent (100%) fee owned by a member of the Consolidated Group
or subject to an acceptable Ground Lease; provided, that, if, after giving effect to such Ground Lease, the Net Operating Income
for all Properties subject to a Ground Lease exceeds twenty percent (20%) of the aggregate Net Operating Income for all Borrowing
Base Properties, such Ground Lease must be approved by the Administrative Agent (such approval not to be unreasonably withheld
or delayed); (b) is located in the United States; (c) is not subject to any Liens other than Permitted Liens or any Negative Pledges
and the owner thereof has (i) not granted a Negative Pledge to any other creditor that would affect the Lenders’ ability
to take a Lien on such property and (ii) not agreed to guarantee or otherwise become liable for any Indebtedness of another party;
(d) if such Property is a single tenant Property, it is one hundred percent (100%) occupied, (e) is a shopping center retail property
or such other type of property consented to by the Lenders; (f) is not subject to any material environmental, title or structural
problems; (g) is not subject to any leases that are in payment or bankruptcy default, after giving effect to any notice or cure
periods set forth therein; provided that, in the case of multi-tenant Properties, the qualification in this clause (g) shall be
limited to leases of anchor tenants in payment or bankruptcy default; (h) is insured in accordance with the requirements under
the Loan Documents and (i) is not owned by a Subsidiary that if such Subsidiary was subject to Section 9.01(f) or (g), would
cause an Event of Default under either such Section.


 




    	 	34	 



     


    

 


“Unimproved Land”
means Properties which have not been developed for any type of commercial, industrial, residential or other income-generating use
and are not, as of such date, under development.


 


“United States”
and “U.S.” mean the United States of America.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“Unsecured Borrowing
Base” means, after the occurrence of the Security Interests Release Date, the Borrower’s compliance with the following,
in each case determined on a rolling four quarter basis and tested as of the last day of the most recently ended fiscal quarter:


 


(a)          the
ratio of (i) Unsecured Indebtedness to (ii) Borrowing Base Asset Value, for the most recent four fiscal quarter period shall not
exceed 60%, or, for a period of four consecutive fiscal quarters following the consummation of a Material Acquisition, shall not
exceed 65%; and


 


(b)          the
ratio of (i) Borrowing Base NOI, for the most recent four fiscal quarter period, to (ii) the Mortgageability Amount shall not be
less than 1.50 to 1.00 or, for a period of four consecutive fiscal quarters following the consummation of a Material Acquisition,
shall not be less than 1.45 to 1.00.


 


“Unsecured Indebtedness”
means all Indebtedness which is not secured by a Lien; provided that (a) direct Indebtedness (as opposed to a Guarantee) that is
secured solely by a Lien on Equity Interests and (b) PACE Financings with respect to Borrowing Base Properties shall, in each case,
be deemed Unsecured Indebtedness for the purposes of this Agreement, including at all times, without duplication, the Total Revolving
Outstandings.


 


“Unused Fee”
means, for each day during any Availability Period in which the Borrower has not exercised its rights under clause (c) of the definition
of Applicable Rate, an amount equal to (a) the Undrawn Amount for such day, multiplied by (b) a per annum percentage for such day
(as determined for a three hundred sixty (360) day year) equal to (i) for any day where the Undrawn Amount is equal to or greater
than 50% of the Aggregate Revolving Commitments, 0.25% and (ii) for any day where the Undrawn Amount is less than 50% of the Aggregate
Revolving Commitments, 0.15%.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right so to vote has been suspended by the happening of such a contingency.


 


“Wells
Fargo” means Wells Fargo Bank, National Association.


 


“Wells Fargo Fee
Letter” means the letter agreement, dated as of January 12, 2017, among the Borrower, Wells Fargo and Wells Fargo Securities,
LLC.


 




    	 	35	 



     


    

 


“Wholly Owned
Subsidiary” means any Person 100% of whose Equity Interests are at the time owned, directly or indirectly, by the Parent
Entity.


 


“Write-Down and
Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


1.02         Other
Interpretive Provisions.


 


With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including
the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document
as from time to time amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions
on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to
any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”,
“herein,” “hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references
appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts
and contract rights.


 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 




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1.03         Accounting
Terms.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Precedent Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made, (i) without giving effect to any election under Accounting Standards Codification
825 (or any other Financial Accounting Standard or Accounting Standards Codification having a similar result or effect) to value
any Indebtedness or other liabilities of the Consolidated Group or any Investment Affiliate at “fair value,” as defined
therein and (ii) any change to lease accounting rules from those in effect pursuant to FASB ASC 840 and other related lease accounting
guidance as in effect on the Closing Date.


 


(b)          Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio
or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii)
the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under
this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP.


 


(c)          Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Consolidated Group or to the
determination of any amount for the Consolidated Group on a consolidated basis or any similar reference shall, in each case, be
deemed to include each variable interest entity that the Parent Entity is required to consolidate pursuant to FASB ASC 810 as if
such variable interest entity were a Subsidiary as defined herein.


 


1.04         Rounding.


 


Any financial ratios required
to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying
the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (with a rounding-up if there is no nearest number).


 


1.05         Times
of Day; Rates


 


(a)          Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


 


(b)          Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with
respect to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base
Rate” or with respect to any comparable or successor rate thereto.


 


1.06         Letter
of Credit Amounts.


 


Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.


 




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ARTICLE
II



THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01         Commitments.


 


Subject to the terms and
conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”)
to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving
effect to any Borrowing of Revolving Loans, (a) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
(b) at any time prior to a Borrowing Base Termination Event, the Borrower shall be in compliance with the Borrowing Base then in
effect and (c) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the
limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans
may be Base Rate Loans, Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans, or a combination thereof, as further provided
herein, provided, however, all Borrowings made on the Closing Date shall be made as LIBOR Daily Floating Rate Loans.


 


2.02         Borrowings,
Conversions and Continuations of Loans.


 


(a)          Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon
the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and
(ii) on the requested date of any Borrowing of Base Rate Loans or LIBOR Daily Floating Rate Loans. Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation
of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof.
Each Borrowing of, conversion to or continuation of LIBOR Daily Floating Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000
in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing,
a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans
to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v)
if applicable, the duration of the Interest Period with respect thereto, and (vi) if requesting a Borrowing, a certification that
such Borrowing complies with Section 2.01. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion
to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to
have specified an Interest Period of one month.


 




    	 	38	 



     


    

 


(b)          Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage
of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection.
In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable
Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section 5.02 (and, if such Borrowing
is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books
of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and acceptable to) the Administrative Agent by the Borrower; provided, however, that if,
on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first,
shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Borrower as
provided above.


 


(c)          Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period
for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding
Eurodollar Rate Loans be converted immediately to Base Rate Loans.


 


(d)          The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining
the Base Rate promptly following the public announcement of such change. At any time that LIBOR Daily Floating Rate Loans are outstanding,
the Administrative Agent shall notify the Borrower and the Lenders of any change in such rate promptly following any change in
such published rate.


 


(e)          After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than eight (8) Interest Periods in effect with respect to all Loans.


 


(f)          The
Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates
pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in
any Disbursement Instruction Agreement.


 




    	 	39	 



     


    

 


2.03         Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth
in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter
of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Subsidiaries,
and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings
under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of
the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension
with respect to any Letter of Credit, (v) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
(w) prior to a Borrowing Base Termination Event, the Borrower shall be in compliance with the Borrowing Base then in effect, (x)
the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount
of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations of any
L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed.


 


(ii)         An
L/C Issuer shall not issue any Letter of Credit if:


 


(A)         subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(B)         subject
to clause (vii) below, the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date.


 


(iii)        An
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C
Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that
such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;


 




    	 	40	 



     


    

 


(B)         the
issuance of such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit
generally;


 


(C)         except
as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less
than $50,000;


 


(D)         such
Letter of Credit is to be denominated in a currency other than Dollars; or


 


(E)         any
Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral, reasonably satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such
L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(iv)        An
L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


(v)         An
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time
to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.


 


(vi)        Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X
with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”
as used in Article X included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein
with respect to such L/C Issuer.


 


(vii)       Notwithstanding
the foregoing, an L/C Issuer, will, if requested by the Borrower, issue one or more Letters of Credit hereunder, with expiry dates
no later than twelve months after the Letter of Credit Expiration Date, based upon the Borrower’s agreement to provide Cash
Collateral to such L/C Issuer (or, if agreed upon, the Administrative Agent) relating to such Letters of Credit at the time of
issuance of such Letter of Credit in accordance with the terms of Section 2.14 and subject to documentation reasonably satisfactory
to the applicable L/C Issuer or the Administrative Agent, as applicable (and, upon receipt of such Cash Collateral by such L/C
Issuer or the Administrative Agent, as applicable, the Lenders’ participation interests in such Letters of Credit shall terminate
on the Maturity Date).


 




    	 	41	 



     


    

 


(b)          Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)          Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C
Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed
by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by
overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by
any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer
and the Administrative Agent not later than 11:00 a.m. at least five (5) Business Days (or such later date and time as the Administrative
Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date
of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date
of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder;
(F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and
nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which
shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may
require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents
and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C
Issuer or the Administrative Agent may require.


 


(ii)         Promptly
after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if
not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance
or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not
be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be,
in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of
each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of such Letter of Credit.


 




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(iii)        If
the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period
to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower
shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit
has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of
such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however,
that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted,
or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof
(by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which
may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent,
any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied,
and in each case directing such L/C Issuer not to permit such extension.


 


(iv)        Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)          Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable L/C Issuer
shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the applicable
L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse
such L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed
drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In
such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in
an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of
a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the
Aggregate Revolving Commitments. Any notice given by such L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.


 




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(ii)         Each
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply
Cash Collateral provided for this purpose) to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative
Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the applicable L/C Issuer.


 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth
in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction
of its participation obligation under this Section 2.03.


 


(iv)        Until
each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer
for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount
shall be solely for the account of such L/C Issuer.


 


(v)         Each
Lender’s obligation to make Revolving Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against an L/C Issuer, the
Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other
than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation
of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together
with interest as provided herein.


 


(vi)        If
any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal
to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on
interbank compensation. A certificate of an L/C Issuer submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 




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(d)          Repayment
of Participations.


 


(i)          At
any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the
account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received
by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required
to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into
by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its
Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


(e)          Obligations
Absolute. The obligation of the Borrower to reimburse an L/C Issuer for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:


 


(i)          any
lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;


 


(ii)         the
existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), an L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)        any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such Letter of Credit;


 


(iv)        waiver
by an L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Borrower or
any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower;


 


(v)         honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 




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(vi)        any
payment made by an L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date
of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by
the ISP;


 


(vii)       any
payment by an L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by an L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law; or


 


(viii)      any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.


 


The Borrower shall promptly examine
a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance
with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The
Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such
notice is given as aforesaid.


 


(f)          Role
of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, an L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of an L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity
or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes
all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of an L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer,
and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct
or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless
such L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental
Authority. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and
such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting
to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or
from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or
overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 




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(g)          Applicability
of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when
a Letter of Credit is issued the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing,
an L/C Issuer shall not be responsible to the Borrower for, and such L/C Issuer’s rights and remedies against the Borrower
shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order, or practice that
is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction
where such L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements,
or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services
Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses
such law or practice.


 


(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to
Section 2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for
each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter
of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) computed on a quarterly
basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn
under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required
Lenders while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to the applicable L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letters, computed
on the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then
in effect under such Letter of Credit) and on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth
Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or
portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.
In addition, the Borrower shall pay directly to applicable L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as
from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.


 




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(j)          Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


(k)          Letters
of Credit Issued for Members of the Consolidated Group. Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, any member of the Consolidated Group, the Borrower shall be obligated
to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges
that the issuance of Letters of Credit for the account of any member of the Consolidated Group inures to the benefit of the Borrower,
and that the Borrower’s business derives substantial benefits from the businesses of such member of the Consolidated Group.


 


(l)          Letters
of Credit Reports.  Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification
obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit Report (a “Letter
of Credit Report”), as set forth below:


 


(i)          reasonably
prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance,
amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such
issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);


 


(ii)         on
each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;


 


(iii)        on
any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed
to such L/C Issuer on such day, the date of such failure and the amount of such payment;


 


(iv)        on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such L/C Issuer; and


 


(v)         for
so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent
(A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered
pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation
and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed
with the information for every outstanding Letter of Credit issued by such L/C Issuer.


 




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2.04         Swing
Line Loans.


 


(a)          Swing
Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, shall unless (i) any Lender at such time is a Defaulting Lender and
(ii) a Swing Line Lender has not entered into arrangements satisfactory to it with the Borrower or such Defaulting Lender to eliminate
such Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect
to such Defaulting Lender (in which case a Swing Line Lender may in its discretion) make loans (each such loan, a “Swing
Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that (x) after
giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
(ii) at any time prior to a Borrowing Base Termination Event, the Borrower shall be in compliance with the Borrowing Base then
in effect, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (iv)
the sum of (A) such Swing Line Loan plus (B) the Swing Line Lender’s Revolving Credit Exposure, shall not exceed the
Swing Line Lender’s Revolving Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance
any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if
it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension
may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may
borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing
Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in
an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 


(b)          Borrowing
Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each
such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, including a certification
that such Borrowing complies with Section 2.04(a). Promptly after receipt by the Swing Line Lender of any telephonic Swing
Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing
of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth
in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified
in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Borrower.


 




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(c)          Refinancing
of Swing Line Loans.


 


(i)          The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably requests
and authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to
such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing
(which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section
2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject
to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect
to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Swing Line Lender
shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative
Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available
to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with
respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office
not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender
that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the Swing Line Lender.


 


(ii)         If
for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment
to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.


 


(iii)        If
any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to
be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate
determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation. A certificate of the Swing
Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii)
shall be conclusive absent manifest error.


 


(iv)        Each
Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other
Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving
Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02. No such purchase or
funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together
with interest as provided herein.


 




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(d)          Repayment
of Participations.


 


(i)          At
any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives
any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage
of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s
risk participation was funded) in the same funds as those received by the Swing Line Lender.


 


(ii)         If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request
of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


(e)          Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section
2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the Swing Line Lender.


 


(f)          Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender.


 


2.05         Prepayments.


 


(a)          Voluntary
Prepayments.


 


(i)          Revolving
Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily
prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans
and (2) on the date of prepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar
Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire
principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding);
and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given
by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such
prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.


 




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(ii)         Swing
Line Loans. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i)
such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in
excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein.


 


(b)          Mandatory
Prepayments of Loans.


 


(i)          Revolving
Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then
in effect, the Borrower shall immediately prepay Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required
to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the
Revolving Loans and the Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.


 


(ii)         Borrowing
Base. Prior to the occurrence of a Borrowing Base Termination Event, if for any reason the Total Revolving Outstandings at
any time exceed the Borrowing Base then in effect, including as a result of any Disposition of a Borrowing Base Property in accordance
with Section 8.05 or the removal of a Borrowing Base Property in accordance with Section 7.14, the Borrower shall
immediately (i) prepay Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations or (ii) add new
Borrowing Base Properties pursuant to Section 7.13 in an aggregate amount equal to such excess; provided, however,
that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii) unless
after the prepayment in full of the Revolving Loans and the Swing Line Loans the Total Revolving Outstandings exceed the Borrowing
Base then in effect.


 


(iii)        Application
of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied ratably
to Revolving Loans and Swing Line Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize
L/C Obligations;


 


Within the parameters of
the applications set forth above, prepayments shall be applied first to Base Rate Loans, second to LIBOR Daily Floating Rate Loans
and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b)
shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the
principal amount prepaid through the date of prepayment.


 




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2.06         Termination
or Reduction of Aggregate Revolving Commitments.


 


(a)          Optional
Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from
time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving
Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent
not later than 1:00 p.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction
shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall
not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, (x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments or (y) prior to the occurrence
of a Borrowing Base Termination Event, the Total Revolving Outstandings would exceed the Borrowing Base then in effect, (B) the
Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized
hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any
concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.


 


(b)          Mandatory
Reductions. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06,
the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Aggregate Revolving Commitments at such time, the Letter of
Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.


 


(c)          Notice.
The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing
Line Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving
Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction
amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate
Revolving Commitments shall be paid on the effective date of such termination.


 


2.07         Repayment
of Loans.


 


(a)          Revolving
Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding
on such date.


 


(b)          Swing
Line Loans. The Borrower shall repay each Swing Line Loan on the earliest to occur of (i) the date within one (1) Business
Day of demand therefor by the Swing Line Lender, (ii) the date five Business Days after such Swing Line Loan is made and (iii)
the Maturity Date.


 


2.08         Interest.


 


(a)          Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus
the Applicable Rate, (ii) each LIBOR Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the LIBOR Daily Floating Rate plus the Applicable Rate, (iii)
each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate
per annum equal to the Base Rate plus the Applicable Rate and (iv) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate.


 




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(b)          (i)          If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise or if any Event of Default has occurred under Section 9.01(f), all outstanding Obligations
hereunder shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.


 


(i)          If
any amount (other than principal of any Loan) is not paid when due (after giving effect to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable
Laws.


 


(ii)         Upon
the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount
of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.


 


(iii)        Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.09         Fees.


 


In addition to certain
fees described in subsections (h) and (i) of Section 2.03:


 


(a)          Unused
Fees. For each day during the term hereof that the Applicable Rate is determined pursuant to clause (a) or (b) of the definition
of Applicable Rate, the Borrower shall pay a fee to the Administrative Agent for the pro rata benefit of the Lenders in an amount
equal to the Unused Fee for such day. The Unused Fee shall be payable quarterly in arrears on the first Business Day of each calendar
quarter and as of the Maturity Date.


 


(b)          Facility
Fees. For each day during the term hereof that the Applicable Rate is determined pursuant to clause (c) of the definition of
Applicable Rate, the Borrower shall pay a fee to the Administrative Agent for the pro rata benefit of the Lenders in an amount
equal to the Facility Fee for such day. The Facility Fee shall be payable quarterly in arrears on the first Business Day of each
calendar quarter and as of the Maturity Date.


 


(c)          Other
Fees.


 


(i)          The
Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the
times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 




    	 	54	 



     


    

 


(ii)         The
Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times
so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10         Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)          All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group or for any other reason,
the Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately
and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C
Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry
of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further
action by the Administrative Agent, any Lender or an L/C Issuer), an amount equal to the excess of the amount of interest and fees
that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall
not limit the rights of the Administrative Agent, any Lender or an L/C Issuer, as the case may be, under Section 2.03(c)(iii),
2.03(i) or 2.08(b) or under Article IX. The Borrower’s obligations under this paragraph shall survive
the termination of the Commitments of all of the Lenders and the repayment of all other Obligations hereunder.


 


2.11         Evidence
of Debt.


 


(a)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and
the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory
note shall (i) in the case of Revolving Loans, be in the form of Exhibit C (a “Revolving Note”) and (ii)
in the case of Swing Line Loans, be in the form of Exhibit D (a “Swing Line Note”). Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect
thereto.


 




    	 	55	 



     


    

 


(b)          In
addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters
of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 


2.12         Payments
Generally; Administrative Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. Subject to the definition of “Interest Period”, if any payment to be made by the Borrower shall come due
on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall
be reflected in computing interest or fees, as the case may be.


 


(b)          (i)          Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans or LIBOR Daily
Floating Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans or LIBOR Daily Floating
Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available
funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and
such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent
shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its
share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan
included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a
Lender that shall have failed to make such payment to the Administrative Agent.


 




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(ii)         Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer,
as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or the applicable L/C Issuer, in immediately available funds with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.


 


(c)          Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied
or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 


(e)          Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


2.13         Sharing
of Payments by Lenders.


 


If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it (excluding any amounts applied
by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender’s receiving payment of a proportion of
the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such
fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing
Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing them, provided that:


 




    	 	57	 



     


    

 


(i)          if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 


(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which
the provisions of this Section shall apply).


 


Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


2.14         Cash
Collateral.


 


(a)          Certain
Credit Support Events. If (i) an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c), or (iv)
there shall exist a Defaulting Lender, the Borrower shall within one Business Day following any request by the Administrative Agent
or an L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the
case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash
Collateral provided by the Defaulting Lender).


 


(b)          Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and
the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral is permitted to be applied pursuant to Section 2.14(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or an
L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The Borrower shall
pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral.


 




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(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 or 9.02 in respect of Letters of Credit shall be held and applied in satisfaction
of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to
any other application of such property as may otherwise be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender) (or, as appropriate, its assignee following
compliance with Section 11.06(b)(vi)) or (ii) the determination by the Administrative Agent and the applicable L/C Issuer
that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to,
and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan
Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable
L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure
or other obligations.


 


2.15         Defaulting
Lenders.


 


(a)          Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)          Waivers
and Amendment. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 




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(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08, shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing
by such Defaulting Lender to the L/C Issuers or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and
(y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, an L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that,
if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender
has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time
when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the
Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder
without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section
2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)        Certain
Fees.


 


(A)         No
Defaulting Lender shall be entitled to receive a Facility Fee and/or Unused Fee for any period during which that Lender is a Defaulting
Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender); provided that each Defaulting Lender shall be entitled to receive the Facility Fee to the extent allocable
to the sum of (1) the outstanding principal amount of the Loans funded by it, and (2) its Applicable Percentage of the stated amount
of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.


 


(B)         No
Defaulting Lender shall be entitled to receive any Letter of Credit Fee for any period during which that Lender is a Defaulting
Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender); provided, however, notwithstanding the above, each Defaulting Lender shall be entitled to receive Letter
of Credit Fees for any period during which such Lender is a Defaulting Lender to the extent allocable to its Applicable Percentage
of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.


 




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(C)         (1)
With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower
shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect
to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below, (y) pay to the applicable L/C Issuer the remaining amount of any such fee otherwise payable to such Defaulting
Lender after giving effect to the amount paid in clause (x) to the extent allocable to such L/C Issuer’s Fronting Exposure
to such Defaulting Lender and (z) not be required to pay the remaining amount of any such fee. (2) With respect to any fee payable
under Section 2.09(a) not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall
(x) pay to such L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such
L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (y) not be required to pay the remaining amount of any such
fee.


 


(iv)        Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C
Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable
Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x)
the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower shall
have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that
such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of
any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.


 


(v)         Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x)
first, prepay Swing Line Loans in any amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize
the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuers agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance
with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be
a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that, except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.


 




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2.16         Increase
in Commitments.


 


(a)          Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time, request (i) an increase in the Aggregate Revolving Commitments or (ii) a tranche or tranches
of term loans (each request for a tranche of term loans, a “Term Loan”); provided that (A) any such request
shall be in a minimum amount of $25,000,000, (B) the aggregate amount of all such requested increases may not exceed $500,000,000
and (C) the sum of the Aggregate Revolving Commitments plus the amount of any Term Loans may not exceed $750,000,000. At the time
of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which
each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such
notice to the Lenders).


 


(b)          Lender
Elections to Increase. Each Lender shall notify the Administrative Agent within the time period specified by the Borrower pursuant
to Section 2.16(a) whether or not it agrees to increase its Commitment or participate in a Term Loan and, if so, in what
amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment or participate
in the Term Loan.


 


(c)          Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the
Administrative Agent (not to be unreasonably withheld or delayed) and, in the case of an increase in the Aggregate Revolving Commitments
the L/C Issuers and the Swing Line Lender, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant
to a joinder agreement (“New Lenders”) in form and substance reasonably satisfactory to the Administrative Agent.


 


(d)          Effective
Date and Allocations. If the Aggregate Revolving Commitments are increased or a Term Loan is added in accordance with this
Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”)
and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower, the Lenders and the New
Lenders, if any, of the final allocation of such increase and the Increase Effective Date.


 




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(e)          Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent
a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting
to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase,
(A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material
respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all
respects), on and as of the Increase Effective Date, except to the extent that such representations refer to an earlier date, in
which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section,
the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) both before and
after giving effect to the increase, no Default exists. The Borrower shall deliver or cause to be delivered any other customary
documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection
with any such increase. In connection with any increase in the Aggregate Revolving Commitments, the Borrower shall prepay any Revolving
Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable
increase in the Aggregate Revolving Commitments under this Section. In the event of any Term Loan, the Loan Parties and the Lenders
providing such Term Loan shall enter into an amendment to this Agreement as is necessary to evidence the mechanics of such Term
Loan and all issues related thereto, including but not limited to, pricing and maturity of such Term Loan (but excluding any amendments
to this Agreement which would impact or modify the terms or conditions of the Revolving Loans or give any Lenders of any Term Loan
greater rights than the Lenders of the Revolving Loans, including any amendment to the representations, warranties, covenants and
events of default which would make such provisions less restrictive than such provisions were prior to the date Increase Effective
Date) and all Lenders not providing such Term Loan hereby consent to such limited scope amendment without future consent rights
relating to such Term Loan.


 


(f)          Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.


 


2.17         Extension
of Maturity Date.


 


(a)          Requests
for Extension. The Borrower may, by notice to the Administrative Agent and the Lenders not earlier than 90 days and not later
than 45 days prior to the Maturity Date (the “Existing Maturity Date”), request that the Lenders extend the
Maturity Date with respect to the Aggregate Revolving Commitments for an additional six months from the Existing Maturity Date
(the “Extended Maturity Date”). The Borrower may, by notice to the Administrative Agent and the Lenders not
earlier than 90 days and not later than 45 days prior to the Extended Maturity Date, request that the Lenders extend the Extended
Maturity Date with respect to the Aggregate Revolving Commitments for an additional six months from the Extended Maturity Date.


 


(b)          Conditions
to Effectiveness of Extension. As a condition precedent to such extension, the Borrower shall (i) deliver to the Administrative
Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Maturity Date, as applicable, signed
by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations
and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless
already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and
as of the Existing Maturity Date or the Extended Maturity Date, as applicable, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless already
qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier
date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a)
and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and
(b), respectively, of Section 7.01, and (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the benefit
of the Lenders, equal to 0.075% on the amount of the Aggregate Revolving Commitments at the time of such extension.


 




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ARTICLE
III



TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01         Taxes.


 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)          Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion
of the Administrative Agent or a Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment
by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction
or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(ii)         If
any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes,
including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent
shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information
and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full
amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the
extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party
shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions
applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the
sum it would have received had no such withholding or deduction been made.


 


(iii)        If
any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold
or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall
withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received
pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws,
shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and
(C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable
Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal
to the sum it would have received had no such withholding or deduction been made.


 




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(b)          Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall
timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes.


 


(c)          Tax
Indemnifications. (ii) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and
shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by
such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer,
shall be conclusive absent manifest error.


 


(i)          Each
Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer
(but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent against any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register
and (z) the Administrative Agent against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that
are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and
all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document
against any amount due to the Administrative Agent under this clause (ii).


 


(d)          Evidence
of Payments. Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment of Taxes by
any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, each Loan Party
shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original
or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by
Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent,
as the case may be.


 




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(e)          Status
of Lenders; Tax Documentation. (iii) Any Lender that is entitled to an exemption from or reduction of withholding Tax with
respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 


(ii)         Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
Tax;


 


(B)         any
Foreign Lender (or any successor Administrative Agent that is not a U.S. Person) shall, to the extent it is legally entitled to
do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on
or prior to the date on which such Foreign Lender becomes a Lender under this Agreement or on which such successor Administrative
Agent becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent), whichever of the following is applicable:


 


(I)         in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of
such tax treaty and (y) with respect to any other applicable payments under any Loan Document, Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;


 


(II)        executed
copies of Internal Revenue Service Form W-8ECI,


 


(III)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y)
executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable; or


 




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(IV)        to
the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by
Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit I-2 or Exhibit I-3, Internal Revenue Service Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide
a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)        Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




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(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or an L/C Issuer, any
refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If
any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which
it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon
the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a
less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise
to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its
Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and
the repayment, satisfaction or discharge of all other Obligations.


 


3.02         Illegality.


 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending
Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate or the LIBOR Daily Floating
Rate, or to determine or charge interest rates based upon the Eurodollar Rate or LIBOR Daily Floating Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any
obligation of such Lender to make or continue Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans or to convert Base Rate
Loans to Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans shall be suspended and (ii) if such notice asserts the illegality
of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate
component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until
such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Eurodollar Rate Loans and LIBOR Daily Floating Rate Loans of such Lender to Base Rate Loans
(the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Eurodollar Rate component of the Base Rate), either, in the case of LIBOR Daily Floating Rate Loans,
immediately, or, in the case of Eurodollar Rate Loans, on the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates
based upon the Eurodollar Rate or the LIBOR Daily Floating Rate for any period, the Administrative Agent shall during the period
of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until
the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest
on the amount so prepaid or converted.


 




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3.03         Inability
to Determine Rates.


 


If in connection with any
request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines
that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable
amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a)
the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted
Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost
to the Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, (i) the
obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest
Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the
LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or
the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans
or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate
Loans in the amount specified therein.


 


Notwithstanding the foregoing,
if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative
Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the applicable
Impacted Loans, in which case, such alternative interest rate shall apply with respect to such Impacted Loans until (1) the Administrative
Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.03,
(2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the
cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make,
maintain or fund Loans whose interest is determined by reference to such alternative interest rate or to determine or charge interest
rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability of such Lender to do
any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.


 


3.04         Increased
Costs.


 


(a)          Increased
Costs Generally. If any Change in Law shall:


 




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(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the Eurodollar Rate) or the L/C Issuer;


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) and (D) Taxes imposed as a penalty for a Lender’s failure to comply with
non-U.S. legislation implementing FATCA) on its loans, loan principal, letters of credit, commitments, or other obligations, or
its deposits, reserves, other liabilities or capital attributable thereto on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)        impose
on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or
Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which
is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the
cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such
Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such
L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or
any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s
capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender,
or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s
or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s
holding company for any such reduction suffered.


 


(c)          Certificates
for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such
Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as
the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 




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(d)          Delay
in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that
such Lender or such L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall
be extended to include the period of retroactive effect thereof).


 


3.05         Compensation
for Losses.


 


Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Daily Floating Rate Loan on
a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration,
or otherwise);


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan or a LIBOR Daily Floating Rate Loan on the date or in the amount notified by the Borrower;
or


 


(c)          any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.13;


 


including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged
by such Lender in connection with the foregoing.


 


For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching
deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded.


 


3.06         Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay
any Indemnified Taxes or additional amounts to any Lender, an L/C Issuer or any Governmental Authority for the account of any Lender
or an L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the
request of the Borrower such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C
Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such
L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or an
L/C Issuer in connection with any such designation or assignment.


 




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(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.


 


3.07         Survival.


 


All of the Borrower’s
obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other
Obligations hereunder and resignation of the Administrative Agent.


 


ARTICLE
IV



GUARANTY


 


4.01         The
Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender, each Lender or its Affiliate party to a Swap Contract or Treasury Management
Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt
payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory
Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if
any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as
a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the
same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.


 


Notwithstanding any provision
to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or
Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement
and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations
subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation
of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.


 




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4.02         Obligations
Unconditional.


 


The obligations of the
Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury
Management Agreements with a Lender or Affiliate of a Lender, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest
extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02
that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor
agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and
the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest
extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor
hereunder, which shall remain absolute and unconditional as described above:


 


(a)          at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, or such performance or compliance shall be waived;


 


(b)          any
of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contracts with a Lender or Affiliate of a
Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, or any other agreement or instrument referred
to in the Loan Documents, such Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender
or Affiliate of a Lender shall be done or omitted;


 


(c)          the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in
any respect, or any right under any of the Loan Documents, any Swap Contracts with a Lender or Affiliate of a Lender or Treasury
Management Agreements with a Lender or Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents,
such Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender,
shall be waived or any other guarantee of any of the Obligations shall be released, impaired or exchanged in whole or in part or
otherwise dealt with; or


 


(d)          any
of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of
any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).


 


With respect to its obligations
hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person
under any of the Loan Documents, any Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with
a Lender or Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts
with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, or against any
other Person under any other guarantee of, or security for, any of the Obligations.


 


4.03         Reinstatement.


 


The obligations of the
Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of
the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees
that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without
limitation, the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such Lender in connection with
such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.


 




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4.04         Certain
Additional Waivers.


 


Each Guarantor agrees that
such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.


 


4.05         Remedies.


 


The Guarantors agree that,
to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent and the Lenders,
on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall
be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes
of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the
Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration
(or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.


 


4.06         Rights
of Contribution.


 


The Guarantors agree among
themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors
as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations
of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have
been paid in full and the Commitments have terminated.


 


4.07         Guarantee
of Payment; Continuing Guarantee.


 


The guarantee in this Article
IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.


 


4.08         Keepwell.


 


Each Loan Party that is
a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security
interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time
to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up
to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations
and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The
obligations and undertakings of each applicable Loan Party under this Section shall remain in full force and effect until such
time as the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have
been paid in full and the Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this
Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement”
for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 




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ARTICLE
V



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


5.01         Conditions
of Initial Credit Extension.


 


This Agreement shall become
effective upon satisfaction of the following conditions precedent, unless otherwise waived by the Administrative Agent and the
Lenders:


 


(a)          Loan
Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each
properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.


 


(b)          Opinions
of Counsel. Receipt by the Administrative Agent of customary opinions of legal counsel to the Loan Parties, addressed to the
Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative
Agent.


 


(c)          Financial
Statements. Receipt by the Administrative Agent of the Interim Financial Statements.


 


(d)          No
Closing Date Material Adverse Effect. Since December 31, 2016, no event or circumstance, either individually or in the aggregate,
has occurred that has had or could reasonably be expected to have a Closing Date Material Adverse Effect.


 


(e)          Litigation.
There shall not exist any action, suit, investigation or proceeding pending in any court or before an arbitrator or Governmental
Authority that could reasonably be expected to have a Closing Date Material Adverse Effect.


 


(f)          Organization
Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles
(followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)          copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary
or assistant secretary of such Loan Party to be true and correct as of the Closing Date;


 


(ii)         such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party; and


 




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(iii)        such
documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed,
and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.


 


(g)          Closing
Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying
(A) that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (c) have been satisfied
and (B) that, after giving effect to all requested Credit Extensions to be made on the Closing Date, the Borrower is in compliance
with the Borrowing Base as of the Closing Date.


 


(h)          [Reserved].


 


(i)          Personal
Property Collateral. The Administrative Agent shall have received the following:


 


(i)          searches
of Uniform Commercial Code filings in the jurisdiction of organization of the Borrower and the Parent Entity, copies of the financing
statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;


 


(ii)         UCC
financing statements for each Loan Party’s jurisdiction of organization as is necessary, in the Administrative Agent’s
reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; and


 


(iii)        all
certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement,
together with duly executed in blank, undated stock powers attached thereto.


 


(j)          Fees.
Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or before the Closing Date.


 


(k)          Borrowing
Base Properties. Receipt by the Administrative Agent, at least ten (10) Business Days prior to the Closing Date, a list of
Properties (if any) that will be Borrowing Base Properties on the Closing Date, and, to the extent applicable, approval of such
list by the Administrative Agent (such approval not to be unreasonably withheld or delayed).


 


(l)          Know
Your Customer Requirements. Receipt by the Administrative Agent of, at least five (5) Business Days prior to the Closing Date,
all documentation and other information required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, as well as a complete and
accurate list of each Loan Party, together with (i) each such Person’s jurisdiction of organization and (ii) each such Person’s
U.S. taxpayer identification number.


 


(m)          Attorney
Costs. Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and
disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the Administrative Agent).


 




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Without limiting the generality
of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified
in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


5.02         Conditions
to all Credit Extensions.


 


The obligation of each
Lender and the L/C Issuers to honor any Request for Credit Extension, including the initial Credit Extension hereunder, is subject
to the following conditions precedent:


 


(a)          The
representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document,
or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct
in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true
and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless
already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of
such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections
(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 7.01.


 


(b)          Prior
to a Borrowing Base Termination Event, the Administrative Agent shall have received a Borrowing Base Compliance Certificate evidencing
that the Borrower is in compliance with the Borrowing Base on a pro forma basis after giving effect to the requested Credit Extension
and the incurrence and payment of other Indebtedness since the end of the last fiscal quarter.


 


(c)          No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(d)          The
Administrative Agent and, if applicable, an L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


(e)          If
such Credit Extension is the initial Credit Extension, receipt by the Administrative Agent of a duly completed Compliance Certificate,
as of the last day of the most recent fiscal quarter of the Consolidated Group ended prior to such date, giving pro forma effect
to such Credit Extension, signed by a Responsible Officer of the Borrower, and, for the avoidance of doubt, evidencing the Borrower’s
compliance with each of the financial covenants set forth in Section 8.11(a), including a maximum Leverage Ratio of sixty-five
percent (65%).


 


Each Request for Credit
Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections
5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.


 




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ARTICLE
VI



REPRESENTATIONS AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


6.01         Existence,
Qualification and Power.


 


(a)          Each
Loan Party (i) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation
or organization and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents
and approvals to execute, deliver and perform its obligations under the Loan Documents to which it is a party.


 


(b)          Each
Loan Party (i) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals
to own or lease its assets and carry on its business and (ii) is in good standing under the Laws of each jurisdiction where the
conduct of its business requires such qualification or license, except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.


 


6.02         Authorization;
No Contravention.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary
corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents
(including for the avoidance of doubt, and without limitation, Section 9.8 of the Articles of Amendment and Restatement of the
Parent Entity); (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Lien permitted
under Section 8.01) or require any payment to be made under any order, injunction, writ or decree of any Governmental Authority
or any arbitral award to which such Person or its property is subject; or (c) violate any Law (including, without limitation, Regulation
U or Regulation X issued by the FRB); except in each case referred to in clause (b) or (c), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.


 


6.03         Governmental
Authorization; Other Consents.


 


No material approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement
or any other Loan Document.


 


6.04         Binding
Effect.


 


Each Loan Document constitutes
a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditor’s rights generally.


 


6.05         Financial
Statements; No Material Adverse Effect.


 


(a)          [Reserved].


 


(b)          The
Interim Financial Statements (i) were prepared in accordance with GAAP, except as otherwise expressly noted therein; (ii) fairly
present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period
covered thereby, subject, in the case of clauses (i) and (ii), to normal year-end audit adjustments; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities
for taxes, material commitments and Indebtedness.


 




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(c)          The
financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except
as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes
to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Group
as of the dates thereof and for the periods covered thereby.


 


(d)          Since
December 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably
be expected to have a Material Adverse Effect.


 


6.06         Litigation.


 


There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened
or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of
its Subsidiaries which if determined adversely, could reasonably be expected to have a Material Adverse Effect.


 


6.07         [Reserved].


 


6.08         Ownership
of Property; Liens.


 


Each Loan Party has good
record and marketable title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of
its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. As of the Closing Date and the date of each update of Schedule 6.08 pursuant to Section 7.02, set
forth on Schedule 6.08 is a list of all real property owned by the Consolidated Group with a notation as to (a) which such
real properties are Unencumbered Properties and (b) until a Borrowing Base Termination Event, which such real properties are Borrowing
Base Properties, if any, and an identification of the Loan Party that owns each such Borrowing Base Property. Each of the Borrowing
Base Properties and the Unencumbered Properties is subject to no Liens, other than Permitted Liens.


 


6.09         Environmental
Compliance.


 


There are no violations
of Environmental Laws and there are no outstanding claims with respect to Environmental Liabilities that, in either case, could
reasonably be expected to have a Material Adverse Effect.


 


6.10         Insurance.


 


The properties of the Loan
Parties are insured with financially sound and reputable insurance companies (which may include a captive insurance company that
is an Affiliate of the Parent Entity), in such amounts, with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates.


 




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6.11         Taxes.


 


The Loan Parties have filed
all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other
material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan
Party or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof
is party to any tax sharing agreement. For the avoidance of doubt, agreements pursuant to which a Loan Party or any Subsidiary
thereof agrees to make payments to one or more of its partners or members, or their Related Parties (a “Protected Party”),
on account of any such Protected Party’s Taxes arising from the Loan Party’s or such Subsidiary’s (i) sale of
property, (ii) failure to allocate debt to such Protected Party, or (iii) failure to allow such Protected Party to guarantee the
debt of a Loan Party or any Subsidiary thereof, or any similar agreements, shall not be considered a tax sharing agreement.


 


6.12         ERISA
Compliance.


 


(a)          Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal
or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has
received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified
under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service
to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently
being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent,
or cause the loss of, such tax-qualified status.


 


(b)          There
are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect.


 


(c)          (i)
No ERISA Event has occurred and neither a Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could
reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each
ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver
of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither a Loan Party nor
any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments
which have become due that are unpaid; (iv) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that could
be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof
nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan.


 


6.13         Collateral
Documents.


 


The provisions of the Collateral
Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and
enforceable first priority (subject only to Permitted Liens) security interest or Lien in all right, title and interest in the
Collateral described therein and all proceeds thereof. Except for filings completed prior to the Closing Date and as contemplated
by this Agreement and the Collateral Documents, no filing or other action (to the extent such action may perfect) will be necessary
to perfect such security interest in favor of the Administrative Agent to the extent required by the terms of the Collateral Documents.


 




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6.14         Margin
Regulations; Investment Company Act.


 


(a)          The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not
more than 25% of the value of the assets (either of the Borrower only or of the Consolidated Group on a consolidated basis) subject
to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument
between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section
9.01(e) will be margin stock.


 


(b)          None
of any Loan Party, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


 


6.15         Disclosure.


 


To the Borrower’s
knowledge, no material written report, financial statement, certificate or other information furnished (other than information
of a general economic or industry specific nature concerning any Loan Party) by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered
hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains
any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading,
in each case, in the light of the circumstances under which they were made; provided that, with respect to projected financial
information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time (it being understood and agreed that financial projections are not a guarantee of financial performance
and actual results may differ from such projections and such differences may be material).


 


6.16         Compliance
with Laws.


 


Each Loan Party and each
Subsidiary is in compliance with the requirements of all Laws, including without limitation, the Patriot Act, and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such instances in which the failure to comply therewith,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


6.17         Intellectual
Property; Licenses, Etc.


 


Except as could not reasonably
be expected to have a Material Adverse Effect: (a) each Loan Party owns, or possesses the legal right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively,
“IP Rights”) that are reasonably necessary for the operation of their respective businesses, (b) no claim has
been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness
of any IP Rights, nor does any Loan Party know of any such claim, and (c) to the knowledge of the Loan Parties, the use of any
IP Rights by any Loan Party or the granting of a right or a license in respect of any IP Rights from any Loan Party does not infringe
on the rights of any Person.


 




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6.18         Solvency.


 


The Loan Parties are Solvent
on a consolidated basis.


 


6.19         OFAC;
FCPA.


 


Neither a Loan Party, nor
any of its Subsidiaries, nor, to the knowledge of a Loan Party, any director, officer, employee, agent, affiliate or representative
thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject
or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List
of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority
or (iii) located, organized or resident in a Designated Jurisdiction.


 


6.20         REIT
Status. At all times after the Parent Entity initially qualifies as a REIT, as required by Section 7.05(d):


 


(a)          the
Parent Entity is qualified as a REIT; and


 


(b)          the
Parent Entity is in compliance in all material respects with all provisions of the Internal Revenue Code applicable to the qualification
of the Parent Entity as a REIT.


 


6.21         Anti-Money
Laundering Laws.


 


None of the Loan Parties
(a) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug
trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable Law (collectively, “Anti-Money
Laundering Laws”), (b) has been assessed civil penalties under any Anti-Money Laundering Laws or (c) has had any of its funds
seized or forfeited in an action under any Anti-Money Laundering Laws. Each Loan Party has taken reasonable measures appropriate
to the circumstances (in any event as required by applicable Law), to ensure that such Loan Party and its Subsidiaries each is
and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.


 


6.22         Anti-Corruption
Laws .


 


The Parent Entity and its
Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK
Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies
and procedures designed to promote and achieve compliance with such laws.


 


6.23         EEA
Financial Institution.


 


No Loan Party is an EEA
Financial Institution.


 




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ARTICLE
VII



AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Loan Parties shall and, where applicable, shall cause each Subsidiary to:


 


7.01         Financial
Statements.


 


Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:


 


(a)          Upon
the earlier of the date that is one hundred twenty (120) days after the end of each fiscal year of the Consolidated Group and the
date such information is filed with the SEC, a consolidated balance sheet of the Consolidated Group as at the end of such fiscal
year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail
and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant
of nationally recognized standing acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to (i) any “going concern” or like qualification
or exception or (ii) any qualification or exception as to the scope of such audit; and


 


(b)          (x)
with respect to the fiscal quarters ending March 31, June 30 and September 30, not later than sixty (60) days after the end of
each such fiscal quarter of the Consolidated Group and (y) with respect to each fiscal quarter ending December 31, not later than
ninety (90) days after the end of each such fiscal quarter of the Consolidated Group, in each case, a consolidated balance sheet
of the Consolidated Group as at the end of such fiscal quarter, and the related consolidated statements of income or operations,
changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Consolidated Group’s
fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Parent Entity as fairly presenting the financial condition, results of operations, shareholders’ equity and
cash flows of the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the absence
of footnotes.


 


7.02         Certificates;
Other Information.


 


Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)          concurrently
with the delivery of the financial statements referred to in Section 7.01(b), (i) a duly completed Compliance Certificate
signed by a Responsible Officer of the Parent Entity, (ii) if a Borrowing Base Termination Event has not occurred, a duly completed
Borrowing Base Compliance Certificate signed by a Responsible Officer of the Borrower, setting forth and certifying the amount
of the Borrowing Base then in effect as of the end of the immediately preceding fiscal quarter of the Consolidated Group and (iii)
an updated Schedule 6.08, if applicable.


 


(b)          concurrently
with the delivery of the financial statements referred to in Section 7.01(a), a certificate of its independent certified
public accountants certifying such financial statements.


 




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(c)          within
30 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2017, an annual business plan and
budget of the Consolidated Group containing, among other things, pro forma financial statements for each quarter of the next fiscal
year.


 


(d)          promptly,
and in any event within ten Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice
or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material
investigation or possible material investigation or other inquiry by such agency regarding financial or other operational results
of any Loan Party or any Subsidiary thereof.


 


(e)          promptly,
such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request (subject
to legal privilege requirements in the ordinary course and customary written confidentiality obligations as long as such legal
privilege requirements or confidentiality obligations were not invoked or incurred in contemplation of this Agreement or with a
view to avoid providing information to the Administrative Agent or the Lenders).


 


Documents required to be
delivered pursuant to Section 7.01(a) or (b) or Section 7.02 (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Parent Entity or the Borrower posts such documents, or provides a link thereto on its website on the
Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Parent Entity’s
or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).


 


The Loan Parties hereby
acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders
and the L/C Issuers materials and/or information provided by or on behalf of the Borrower or its Affiliates hereunder (collectively,
the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another
similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Person’s securities. The Loan Parties hereby agree that (w) all Borrower Materials that are to be made available
to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,”
the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrower, its Affiliates or its securities
for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;”
and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform that is not designated as “Public Side Information.”


 




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7.03         Notices.


 


Promptly (and in any event,
within two Business Days after a Responsible Officer obtains knowledge of the same) notify the Administrative Agent of:


 


(a)          the
occurrence of any Default.


 


(b)          any
matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


(c)          the
occurrence of any ERISA Event.


 


(d)          any
material change in accounting policies or financial reporting practices by a Loan Party or any Subsidiary, including any determination
referred to in Section 2.10(b).


 


(e)          any
event which causes a Borrowing Base Property to cease to qualify as a Borrowing Base Property.


 


(f)          If
the Parent Entity has obtained an Investment Grade Rating, any change in such Debt Rating.


 


Each notice pursuant to
this Section 7.03(a) through (e) shall be accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the applicable Loan Party has taken and proposes to
take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions
of this Agreement and any other Loan Document that have been breached. The Administrative Agent agrees to notify the Lenders of
any notice delivered to the Administrative Agent by the Borrower pursuant to this Section 7.03.


 


7.04         Payment
of Obligations.


 


Pay and discharge, as the
same shall become due and payable (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves
in accordance with GAAP are being maintained by the Loan Party or such Subsidiary and (b) all lawful claims which, if unpaid, would
by law become a Lien upon its property (other than Liens permitted under Section 8.01).


 


7.05         Preservation
of Existence, Etc and REIT Status.


 


(a)          Preserve,
renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 8.04 or 8.05.


 


(b)          Take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 


(c)          Preserve
or renew all of its registered patents, copyrights, trademarks, trade names and service marks, the non-preservation or non-renewal
of which could reasonably be expected to have a Material Adverse Effect.


 


(d)          (i)
Cause the Parent Entity to qualify as a REIT upon the filing of the Parent’s 2017 income tax return (to be filed in 2018);
and (ii) following such qualification, maintain or cause to be maintained (as applicable) the Parent Entity’s status as a
REIT in compliance with all applicable provisions under the Internal Revenue Code relating to such status.


 




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7.06         Maintenance
of Properties.


 


Do all things reasonably
required to maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements
thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


7.07         Maintenance
of Insurance.


 


Maintain with financially
sound and reputable insurance companies not Affiliates of a Loan Party, insurance with respect to its properties and business against
loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in
such amounts as are customarily carried under similar circumstances by such other Persons; provided, that notwithstanding the above,
the Loan Parties may comply with this Section 7.07 by maintaining any such insurance with a captive insurance company that
is an Affiliate of the Parent Entity.


 


7.08         Compliance
with Laws.


 


Comply with the requirements
of all Laws, including without limitation the Patriot Act, OFAC and all orders, writs, injunctions and decrees applicable to it
or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.


 


7.09         Books
and Records.


 


Maintain proper books of
record and account, (a) in which full, true and correct entries in all material respects shall be made of all financial transactions
and matters involving the assets and business of the Consolidated Group to the extent required and in conformity with GAAP and
(b) in material conformity with all material requirements of any Governmental Authority having regulatory jurisdiction over the
Consolidated Group.


 


7.10         Inspection
Rights.


 


Permit representatives
of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom (subject to legal privilege requirements in the ordinary course
and customary written confidentiality obligations as long as such legal privilege requirements or confidentiality obligations were
not incurred in contemplation of this Agreement or with a view to avoid providing information to the Administrative Agent or the
Lenders) and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (provided
that the Borrower shall have the opportunity to participate in any discussions with its independent public accountants), at the
expense of the Borrower (subject to the limitations below) and at such reasonable times during normal business hours and as often
as may be reasonably requested, upon reasonable advance notice to the Borrower; provided, however, that (a) absent
the existence of an Event of Default only one such visit a year shall be at the Borrower’s expense and (b) when an Event
of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.


 




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7.11         Use
of Proceeds.


 


Use the proceeds of the
Credit Extensions (a) to finance working capital, capital expenditures, acquisitions, redevelopment, joint ventures, note purchases
and construction and (b) for other general corporate purposes; provided that in no event shall the proceeds of the Credit
Extensions be used in contravention of any Law or of any Loan Document, including the United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation and applicable Sanctions.


 


7.12         ERISA
Compliance.


 


Do, and cause each of its
ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the Internal Revenue Code and other federal or state law; (b) cause each Plan that is qualified under Section
401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Pension Plan.


 


7.13         Addition
of Borrowing Base Properties.


 


(a)          Notify
the Administrative Agent at any time that the Borrower wishes to add a Property to the pool of Borrowing Base Properties. In order
for such Property to be included in the pool of Borrowing Base Properties, the Borrower shall deliver the following to the Administrative
Agent:


 


(i)          A
description of such Property and the name of the owner of all or any portion of such Property (which owner(s) must be the Borrower
or a Wholly Owned Subsidiary as of the date on which such Property is added as a Borrowing Base Property);


 


(ii)         Financial
information regarding such Property as may be reasonably requested by the Administrative Agent, including, without limitation,
historical operating statements, rent rolls and, if readily available, third party reports; and


 


(iii)        A
certificate of a Responsible Officer that certifies (A) such Property satisfies the criteria to be a Borrowing Base Property, including
that it is an Eligible Property and (B) that there exists no Event of Default under this Agreement and that the addition of such
Property as a Borrowing Base Property shall not result in an Event of Default.


 


Such Property
shall become a Borrowing Base Property upon satisfaction of (A) the criteria in clauses (i) through (iii) above, which shall be
no sooner than ten (10) Business Days after delivery of the items described in clauses (i) through (iii) above, (B) the criteria
in Section 7.13(b), if applicable, and (C) until such time as (x) there are at least 5 Borrowing Base Properties, and (y)
the Borrowing Base Asset Value is in excess of $50,000,000, the Administrative Agent’s written approval of such Property
as a Borrowing Base Property (such approval not to be unreasonably withheld or delayed).


 




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(b)          If
the owner of all or any portion of a proposed Borrowing Base Property pursuant to Section 7.13(a) is not a Loan Party (or
if any direct or indirect owner of such owner of the proposed Borrowing Base Property is not a Loan Party), the Borrower shall
(i) cause such owner (and any other direct or indirect owner thereof, as applicable) to become a Subsidiary Guarantor by executing
and delivering to the Administrative Agent a Joinder Agreement in the form of Exhibit G or such other document as the Administrative
Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) documents of the types referred to
in Section 5.01(f) and Section 5.01(l) for such Person and (B) opinions similar to those required by Section 5.01(b),
in each case in form and substance similar to those delivered on the Closing Date and (iii) provide a certificate that the representations
in Section 6.01 through 6.04 inclusive are true and correct in all material respects (unless already qualified by materiality or
Material Adverse Effect, in which case they shall be true and correct in all respects) as of the date of such certificate, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true
and correct in all respects) as of such earlier date, with respect to the new Subsidiary Guarantor.


 


(c)          Prior
to a Security Interests Termination Event and the exercise by the Borrower of its rights under Section 11.19, at the time
the Borrower causes the owner of any Borrowing Base Property to become a Subsidiary Guarantor pursuant to clause (b) above, the
Borrower shall also cause 100% of the issued and outstanding Equity Interests of such new Subsidiary Guarantor to be subject to
a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant
to the terms and conditions of the Collateral Documents, and shall deliver opinions of counsel of the relevant pledgor of the Equity
Interests in such new Subsidiary Guarantor, and any filings and deliveries necessary in connection with such pledge to perfect
the security interests therein, all in form and substance satisfactory to the Administrative Agent.


 


(d)          If
any Subsidiary that is not a Loan Party guarantees any borrowed money Indebtedness owed by the Borrower, the Parent Entity or any
Loan Party, the Borrower shall (i) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Administrative
Agent a Joinder Agreement in the form of Exhibit G or such other document as the Administrative Agent shall deem appropriate
for such purpose, (ii) deliver to the Administrative Agent (A) documents of the types referred to in Section 5.01(f) and
Section 5.01(l) for such Person and (B) opinions similar to those required by Section 5.01(b), in each case in form
and substance similar to those delivered on the Closing Date and (iii) provide a certificate that the representations in Section
6.01 through 6.04 inclusive are true and correct in all material respects (unless already qualified by materiality or Material
Adverse Effect, in which case they shall be true and correct in all respects) as of the date of such certificate, except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true
and correct in all respects) as of such earlier date, with respect to the new Subsidiary Guarantor.


 


7.14         Removal
of Borrowing Base Properties.


 


Notify the Administrative
Agent at least ten (10) Business Days prior to the date that the Borrower wishes to remove a Property from the pool of Borrowing
Base Properties. Such Property shall be removed from the pool of Borrowing Base Properties upon satisfaction of the following:


 


(a)          the
Borrower shall deliver to the Administrative Agent a description of such Property and the ownership of such Property;


 


(b)          the
Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that (i) on a pro forma basis
after giving effect to such release, (A) the Borrower is in compliance with the financial covenants set forth in Section 8.11,
(ii) the Revolving Credit Exposure does not exceed the lesser of (A) the Aggregate Revolving Commitments and (B) the Borrowing
Base then in effect and (C) all representations and warranties in the Loan Documents are true and correct in all material respects
(unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects),
except to the extent such representation or warranty relates to a specific earlier date or to the Borrowing Base Property being
released;


 




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(c)          after
giving effect to the release of the Property, there remains at least 15 Borrowing Base Properties; and


 


(d)          no
Default or Event of Default shall exist or would be caused by releasing such Property.


 


Such Property
shall no longer be a Borrowing Base Property upon satisfaction of the criteria in clauses (a) – (d) above. Upon the removal
of such Property from the pool of Borrowing Base Properties, (i) if the owner of such Property (or any direct or indirect owner
thereof) is a Subsidiary Guarantor and shall cease to be the owner (or any direct or indirect owner thereof) of any Borrowing Base
Property upon such removal, such Person shall cease to be a Subsidiary Guarantor and shall automatically, and without further action,
be released from its obligations under the Loan Documents, unless such guaranty is required by Section 8.03(e) and (ii)
upon the request, and at the expense of the Borrower, the Administrative Agent agrees to execute and deliver such release documents
and take such other actions to acknowledge, evidence or complete any such release of such Person as may be reasonably requested
by the Borrower.


 


7.15         Borrowing
Base Properties.


 


Following the satisfaction
of the conditions contained in clauses (x), (y) and (z) of the second sentence of the definition of “Borrowing Base NOI”
and prior to the occurrence of any Borrowing Base Termination Event, maintain (a) an aggregate occupancy for all Borrowing Base
Properties of at least eighty percent (80%) and (b) at least fifteen (15) Borrowing Base Properties at all times.


 


ARTICLE
VIII



NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


8.01         Liens.


 


Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the
following:


 


(a)          Permitted
Liens; and


 


(b)          other
Liens as long as (i) such Liens do not encumber Borrowing Base Properties, Unencumbered Properties or the Equity Interests of the
Borrower or any Subsidiary Guarantor, (ii) such Liens do not encumber assets owned by the Parent Entity or the Borrower, and (iii)
the incurrence of such Lien will not cause, on a pro forma basis, a Default under the Loan Documents, including the financial covenants
in Section 8.11.


 




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8.02         Investments.


 


Make any Investments, except:


 


(a)          Investments
in the form of cash or Cash Equivalents;


 


(b)          Investments
in any Person that is, or becomes as a result of such Investment, a member of the Consolidated Group;


 


(c)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss; and


 


(d)          Investments
related to income-producing property, single tenant or mixed-use property, Construction in Progress, Unimproved Land, Mortgage
Receivables and any business activities and Investments reasonably incidental thereto and Investments in partnerships or joint
ventures; provided, that such Investments shall, as applicable, be limited as follows:


 


(i)          the
aggregate value of the Investments in all non-wholly owned general and limited partnerships, joint ventures and other Persons (including,
without limitation, Investments in C Corporations, Investments in Unconsolidated Affiliates and any similar Investments in existence
as of the date hereof), in each case, which are not consolidated with the Parent Entity for financial reporting purposes under
GAAP, shall not constitute more than fifteen percent (15.0%) of Total Asset Value;


 


(ii)         Investments
in Properties contributing to the calculation of Construction in Progress shall not, in the aggregate, at any time exceed an amount
equal to ten percent (10.0%) of Total Asset Value (which for Construction in Progress held or owned by Investment Affiliates, will
be based upon the Consolidated Group Pro Rata Share of such Construction in Progress);


 


(iii)        Investments
in Properties contributing to the calculation of Unimproved Land shall not at any time exceed an amount equal to five percent (5.0%)
of Total Asset Value (which for Unimproved Land held or owned by Investment Affiliates, will be based upon the Consolidated Group
Pro Rata Share of such Unimproved Land); and


 


(iv)        Investments
in Mortgage Receivables shall not, in the aggregate, exceed ten percent (10.0%) of Total Asset Value (which for Mortgage Receivables
held or owned by Investment Affiliates, will be based upon the Consolidated Group Pro Rata Share of such Mortgage Receivables).


 


In addition to the limitations above contained
in this clause (d), the aggregate value of the types of Investments permitted pursuant to clauses (d)(i) – (iv) above shall
not, in any case, exceed an amount equal to twenty-five percent (25.0%) of Total Asset Value.


 


For clarification purposes, notwithstanding
anything to the contrary herein, (a) no Investments shall be made, assumed or permitted to exist which Investments are contrary
to the terms and requirements set forth in clause (d) of this Section 8.02 and (b) the Parent Entity and its Subsidiaries
shall be permitted to make any Investments that are required to be made in order to give effect to the Permitted Reorganization.


 




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8.03         Indebtedness.


 


Create, incur, assume or
suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          intercompany
Indebtedness among members of the Consolidated Group, provided however, that if the Borrower or any Subsidiary Guarantor is the
obligor on such Indebtedness and any other member of the Consolidated Group (other than the Borrower or a Subsidiary Guarantor)
is the obligee thereof, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of
all Obligations under subordination terms reasonably acceptable to the Administrative Agent and Required Lenders;


 


(c)          obligations
(contingent or otherwise) of a Loan Party or any Subsidiary existing or arising under any Swap Contract; provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating
risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”
and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments
on outstanding transactions to the defaulting party;


 


(d)          other
Indebtedness as long as the incurrence of such Indebtedness will not cause, on a pro forma basis, a Default under the Loan Documents,
including the financial covenants in Section 8.11; and


 


(e)          Guaranties
of the foregoing; provided that, a Subsidiary cannot guaranty borrowed money Indebtedness owed by the Parent Entity, the Borrower
or any other Loan Party unless such Subsidiary is, or simultaneously becomes, a Subsidiary Guarantor as set forth in Section
7.13.


 


8.04         Fundamental
Changes.


 


Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing
provisions of this Section 8.04 but subject to the terms of Sections 7.13 and 7.14, (a) the Parent Entity
may merge or consolidate with any of its Subsidiaries (other than the Borrower) provided that the Parent Entity shall be the continuing
or surviving Person, (b) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be
the continuing or surviving corporation, (c) any Loan Party (other than the Parent Entity or the Borrower) may merge or consolidate
with any other Loan Party, (d) any non-Loan Party may merge with a Loan Party as long as the Loan Party is the continuing or surviving
Person, (e) any non-Loan Party may be merged or consolidated with or into any other non-Loan Party and (f) the Permitted Reorganization
and the transactions contemplated thereby may occur.


 


8.05         Dispositions.


 


Make any Disposition unless
such Disposition would not, on a pro forma basis after giving effect to such Disposition, cause a Default under the Loan Documents.


 




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8.06         Restricted
Payments.


 


(a)          Permit
the Dividend Payout Ratio, as of the last day of any fiscal quarter, to exceed the FFO Percentage.


 


(b)          Subject
to the paragraph below, permit the Parent Entity, at any time an Event of Default exists, to make or declare any dividends or similar
distributions without the written consent of the Administrative Agent and Required Lenders.


 


Notwithstanding anything
in this Section 8.06 to the contrary, (i) the Parent Entity shall be permitted at all times to distribute the minimum amount
of dividends necessary for the Parent Entity to maintain its status as a REIT for U.S. federal and state income tax purposes, (ii)
provided there is no continuing Event of Default under Section 9.01(a) or (f), the Parent Entity shall be permitted
at all times to pay dividends necessary for it to avoid the payment of federal or state income or excise taxes, (iii) the Borrower
and its Subsidiaries may declare and make distributions on their Equity Interests in accordance with their respective Organizational
Documents in an amount sufficient to enable the Parent Entity to pay dividends pursuant to clauses (i) and (ii) above and (iv)
the Borrower and its Subsidiaries shall be permitted to make any dividends or similar distributions that are required to be made
to in order to give effect to the Permitted Reorganization.


 


8.07         Change
in Nature of Business.


 


Engage in any material
line of business substantially different from those lines of business conducted by the Consolidated Group on the Closing Date or
any business substantially related or incidental thereto.


 


8.08         Transactions
with Affiliates.


 


Enter into any transaction
of any kind with any Affiliate of the Consolidated Group, whether or not in the ordinary course of business, other than (a) on
fair and reasonable terms substantially as favorable to such member of the Consolidated Group as would be obtainable by such member
of the Consolidated Group at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (b)
Investments permitted under Section 8.02, (c) transactions permitted under Section 8.04, (d) dividends or distributions
permitted under Section 8.06, (e) transactions with a captive insurance company that is an Affiliate of the Parent Entity
or (f) in connection with the Permitted Reorganization.


 


8.09         Burdensome
Agreements.


 


Enter into, or permit to
exist, any Contractual Obligation that (a) prohibits the ability of any such Person to (i) make Restricted Payments to any Loan
Party, (ii) pay any Indebtedness or other obligations owed to any Loan Party or (iii) with respect to a Loan Party, pledge its
property pursuant to and to the extent required under the Loan Documents or any renewals, refinancings, exchanges, refundings or
extension thereof except for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Secured
Indebtedness incurred in compliance with Section 8.03; provided that any such restriction contained therein relates
only to the asset or assets secured in connection therewith, (3) any Lien permitted under Section 8.01 or any document or
instrument governing any Lien permitted under Sections 8.01 and 8.03; provided that any such restriction contained
therein relates only to the asset or assets subject to such Lien permitted under Section 8.01, or (4) customary restrictions
and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the
consummation of such sale or (b) with respect to a Loan Party, requires the grant of any security for any obligation if such property
is given as security for the Obligations.


 




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8.10         Use
of Proceeds.


 


Use the proceeds of any
Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.


 


8.11         Financial
Covenants.


 


(a)          Prior
to the occurrence of the Security Interests Release Date:


 


(i)          Leverage
Ratio. Permit the Leverage Ratio, as of the last day of any fiscal quarter of the Consolidated Group, beginning with the earlier
of (x) December 31, 2017 and (y) the last day of the fiscal quarter in which the initial Credit Extension under this Agreement
is made, to be greater than sixty-five percent (65%), decreasing to sixty percent (60%) (or, if Total Indebtedness includes any
Secured Indebtedness that was assumed by the Borrower at the time of acquiring real property assets, seventy percent (70%) and
sixty-five percent (65%) respectively) on the earlier of (A) the date that is nine months following the last day of the first full
fiscal quarter to occur after the Closing Date and (B) the first date on which the Total Asset Value is equal to or greater than
$350,000,000.


 


(ii)         Fixed
Charge Coverage Ratio. Commencing with the first full fiscal quarter after the Borrower has acquired five (5) real property
assets, permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter of the Consolidated Group, to be less
than 1.40 to 1.00, increasing to 1.50 to 1.00 on the date that is twelve months following the last day of the first full fiscal
quarter to occur after the Closing Date.


 


(iii)        Minimum
Tangible Net Worth. Commencing with the first full fiscal quarter after the Borrower has acquired five (5) real property assets,
permit Tangible Net Worth, as of the last day of any fiscal quarter of the Consolidated Group, to be less than the sum of (i) seventy-five
percent (75%) of the Tangible Net Worth as of the Net Worth Fiscal Quarter End, plus (ii) an amount equal to seventy percent
(70.0%) of the aggregate increases in Shareholders’ Equity of the Consolidated Group occurring subsequent to the Net Worth
Fiscal Quarter End by reason of the issuance and sale of Equity Interests of the Consolidated Group (other than any Dividend Reinvestment
Proceeds), including upon any conversion of debt securities of the Parent Entity or the Borrower into such Equity Interests, minus
(iii) the aggregate amount of payments made with respect to any redemption, retirement, surrender, defeasance, repurchase, purchase
or other similar transaction or acquisition for value, direct or indirect, on account of any Equity Interests of the Parent Entity
subsequent to the Net Worth Fiscal Quarter End; provided that following the date that the Parent Entity obtains an Investment Grade
Rating, the requirement pursuant to this Section 8.11(a)(iii) shall be a fixed number based on the minimum Tangible Net
Worth required as of the last day of the fiscal quarter of the Consolidated Group immediately following the date the Parent Entity
obtained the Investment Grade Rating minus the aggregate amount of payments made with respect to any redemption, retirement, surrender,
defeasance, repurchase, purchase or other similar transaction or acquisition for value, direct or indirect, on account of any Equity
Interests of the Parent Entity after the last day of the fiscal quarter of the Consolidated Group immediately following the date
the Parent Entity obtained the Investment Grade Rating.


 




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(iv)        Maximum
Other Recourse. Permit the amount of Total Recourse Indebtedness, as of the last day of any fiscal quarter of the Consolidated
Group, to exceed the greater of (x) $25,000,000 or (y) 10% of Total Asset Value.


 


(b)          After
the occurrence of the Security Interests Release Date:


 


(i)          Leverage
Ratio. Permit the Leverage Ratio, as of the last day of any fiscal quarter of the Consolidated Group, to be greater than sixty
percent (60%), or, for a period of four consecutive fiscal quarters following a Material Acquisition, sixty-five percent (65%).


 


(ii)         Secured
Leverage Ratio. Permit the Secured Leverage Ratio, as of the last day of any fiscal quarter of the Consolidated Group, to be
greater than forty percent (40%), or, for a period of four consecutive fiscal quarters following a Material Acquisition, forty-five
percent (45%).


 


(iii)        Fixed
Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter of the Consolidated
Group, to be less than 1.50 to 1.00, or, for a period of four consecutive fiscal quarters following a Material Acquisition, 1.40
to 1.00.


 


(iv)        Minimum
Tangible Net Worth. Commencing with the first full fiscal quarter after the Borrower has acquired five (5) real property assets,
permit Tangible Net Worth, as of the last day of any fiscal quarter of the Consolidated Group, to be less than the greater of (x)
$125,000,000 or (y) the sum of (i) seventy-five percent (75%) of the Tangible Net Worth as of the Net Worth Fiscal Quarter End,
plus (ii) an amount equal to seventy percent (70.0%) of the aggregate increases in Shareholders’ Equity of the Consolidated
Group occurring subsequent to the Net Worth Fiscal Quarter End by reason of the issuance and sale of Equity Interests of the Consolidated
Group (other than any Dividend Reinvestment Proceeds), including upon any conversion of debt securities of the Parent Entity or
the Borrower into such Equity Interests, minus (iii) the aggregate amount of payments made with respect to any redemption,
retirement, surrender, defeasance, repurchase, purchase or other similar transaction or acquisition for value, direct or indirect,
on account of any Equity Interests of the Parent Entity subsequent to the Net Worth Fiscal Quarter End and on or prior to the last
day of the fiscal quarter of the Consolidated Group immediately following the date the Parent Entity obtained an Investment Grade
Rating (the sum of (i) plus (ii) minus (iii), “Post-Security Interests Release Date Minimum Tangible Net
Worth”); provided that following the date that the Parent Entity obtains an Investment Grade Rating, the requirement
pursuant to this Section 8.11(d) shall be a fixed number based on the Post-Security Interests Release Date Minimum Tangible
Net Worth required as of the last day of the fiscal quarter of the Consolidated Group immediately following the date the Parent
Entity obtained the Investment Grade Rating minus the aggregate amount of payments made with respect to any redemption,
retirement, surrender, defeasance, repurchase, purchase or other similar transaction or acquisition for value, direct or indirect,
on account of any Equity Interests of the Parent Entity after the last day of the fiscal quarter of the Consolidated Group immediately
following the date the Parent Entity obtained the Investment Grade Rating.


 


(c)          Maximum
Unsecured Indebtedness to Unencumbered Asset Value Ratio. Subsequent to a Borrowing Base Termination Event, permit as of the
last day of any fiscal quarter of the Consolidated Group, the ratio of (i) Unsecured Indebtedness as of such date to (ii) Unencumbered
Asset Value, as of the most recently ended four fiscal quarter period ending on such date, to be greater than sixty percent (60%)
or, for a period of four consecutive fiscal quarters following a Material Acquisition, sixty-five percent (65%).


 




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(d)          Unencumbered
NOI to Mortgageability Ratio. Subsequent to a Borrowing Base Termination Event, permit as of the last day of any fiscal quarter
of the Consolidated Group, the ratio of (i) Unencumbered NOI, for the most recent four fiscal quarter period, to (ii) Mortgageability
Amount as of such date to be less than 1.50 to 1.00 or, for a period of four consecutive fiscal quarters following a Material Acquisition,
1.45 to 1.00.


 


8.12         Organization
Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.


 


(a)          With
respect to any Loan Party, (i) change its name, state of formation or form of organization without providing the Administrative
Agent at least ten (10) Business Days prior written notice or (ii) amend, modify or change its Organization Documents in a manner
adverse to the Lenders.


 


(b)          Change
its fiscal year.


 


8.13         Sanctions.


 


Directly or indirectly,
use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner
or other individual or entity, to fund any activities or business with any individual or entity, or in any Designated Jurisdiction
that, at the time of such funding, is the subject of any Sanctions, or in any other manner that will result in a violation by any
individual or entity (including any individual or entity participating in the transaction, whether as Lender, Lead Arranger, Administrative
Agent, L/C Issuer, Swing Line Lender or otherwise) of Sanctions.


 


8.14         Anti-Corruption
Laws.


 


Directly or indirectly,
use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of
1977, the UK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.


 


ARTICLE
IX



EVENTS OF DEFAULT AND REMEDIES


 


9.01         Events
of Default.


 


Any of the following shall
constitute an Event of Default:


 


(a)          Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan
or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation,
or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or


 




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(b)          Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01,
7.02, 7.03, 7.05, 7.10, 7.11, 7.13, 7.14 or 7.15 or Article VIII
or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days; or


 


(d)          Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party
herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading
in any material respect (unless already qualified by materiality or Material Adverse Effect, in which case an Event of Default
shall exist if such representation, warranty or statement of fact shall be incorrect or misleading in any respect) when made or
deemed made; or


 


(e)          Cross-Default.
(i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness that is Recourse Debt or any Guarantee of any such Recourse
Debt (in either case, other than the Obligations and Indebtedness under Swap Contracts) having an aggregate outstanding principal
amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than Fifty Million Dollars ($50,000,000) and such failure is not waived and continues beyond any cure
period as may be specifically noted therein, or (B) fails to observe or perform any other material agreement or condition relating
to any such Recourse Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or
any other event occurs, in each case that is not waived, continues beyond any cure period and results in such Recourse Debt or
Guarantee becoming or being declared immediately due and payable; (ii) Any Loan Party or any Subsidiary (A) fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
that is Non-Recourse Debt or any Guarantee of any such Non-Recourse Debt having an aggregate outstanding principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than One Hundred Twenty-Five Million Dollars ($125,000,000) and such failure is not waived and continues beyond any cure
period as may be specifically noted therein; provided, that the failure to pay any such Non-Recourse Debt when due shall not constitute
an Event of Default (and such Non-Recourse Debt shall be excluded from the applicable aggregate limit referred to above) so long
as the only default by the Loan Party or Subsidiary is the failure to pay such Non-Recourse Debt when due on its scheduled maturity
date and the Loan Party or Subsidiary is actively pursuing the extension or refinancing of such Non-Recourse Debt and the holder
of such Non-Recourse Debt has not initiated a foreclosure of its Lien or proceedings to have a receiver appointed for the collateral
securing such Non-Recourse Debt, except that (x) the deferral under this clause (ii)(A) shall not extend for more than ninety (90)
days after the maturity date of such Non-Recourse Debt, subject to extension of such deferral period for an additional thirty (30)
days if prior to the expiration of such initial 90 day period the Borrower has provided to the Administrative Agent reasonably
satisfactory evidence that the Loan Party or Subsidiary is continuing to actively pursue such extension or refinancing, or (B)
fails to observe or perform any other material agreement or condition relating to any such Non-Recourse Debt or Guarantee or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case that is not waived,
continues beyond any cure period and results in such Non-Recourse Debt or Guarantee becoming or being declared immediately due
and payable; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting
from (A) any Event of Default (as defined in such Swap Contract) as to which any Loan Party is the Defaulting Party (as defined
in such Swap Contract) that is not waived and continues beyond any cure period provided therein or (B) any Termination Event (as
defined in such Swap Contract) under such Swap Contract as to which any Loan Party is an Affected Party (as defined therein) and,
in either event, the Swap Termination Value owed by any Loan Party as a result thereof is greater than the Threshold Amount; or


 




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(f)          Insolvency
Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor
Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such
Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding;
or


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against
all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after
its issue or levy; or


 


(h)          Judgments.
There is entered against any Loan Party one or more final judgments or orders for the payment of money in an aggregate amount exceeding
the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage)
which remains unpaid for sixty days and (i) enforcement proceedings are commenced by any creditor upon such judgment or order,
or (ii) such judgment or order has not been stayed on appeal or otherwise appropriately contested in good faith; or


 


(i)          ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)          Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any
Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan
Document; or


 


(k)          Change
of Control. There occurs any Change of Control.


 




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9.02         Remedies
Upon Event of Default.


 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


 


(a)          declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(b)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)          exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of
the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


9.03         Application
of Funds.


 


After the exercise of remedies
provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations
have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received
on account of the Obligations shall be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to
the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably
among them in proportion to the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and
L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause
Third held by them;


 




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Fourth,
to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings, (ii)
breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender,
and (iii) amounts due to any Lender or Affiliate of a Lender under any Treasury Management Agreement with a Loan Party, ratably
among the Lenders, the applicable Affiliates (with respect to clauses (ii) and (iii)) and the L/C Issuers in proportion to the
respective amounts described in this clause Fourth held by them;


 


Fifth,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law.


 


Subject to Sections
2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.


 


Excluded Swap Obligations
with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets,
but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations
otherwise set forth above in this Section.


 


ARTICLE
X



ADMINISTRATIVE AGENT


 


10.01         Appointment
and Authority.


 


Each of the Lenders and
the L/C Issuers hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are incidental
thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers,
and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It
is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between contracting parties.


 


10.02         Rights
as a Lender.


 


The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of,
act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party
or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty
to account therefor to the Lenders.


 




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10.03         Exculpatory
Provisions.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties
hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its reasonable opinion, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable
law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law
or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief
Law; and


 


(c)          shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
such failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative Agent
shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its
own bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given in writing to the Administrative Agent by the Borrower, a Lender or an L/C Issuer.


 


The Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 




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10.04         Reliance
by Administrative Agent.


 


The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person,
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of
a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C
Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to
the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


10.05         Delegation
of Duties.


 


The Administrative Agent
may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent.


 


10.06         Resignation
of Administrative Agent.


 


(a)          The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated
to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth
above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on
the Resignation Effective Date.


 


(b)          If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable Law by notice in writing to the Borrower and such Person remove such Person
as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall
be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the Removal Effective Date.


 




    	 	101	 



     


    

 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and the L/C Issuers directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed
Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other
amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date,
as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder
and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit
of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 


Any resignation by or removal
of Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer
and Swing Line Lender. If Wells Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an
L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations
in Unreimbursed Amounts pursuant to Section 2.03(c). If Wells Fargo resigns as Swing Line Lender, it shall retain all the
rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line
Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as
applicable (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for
the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Wells Fargo
to effectively assume the obligations of Wells Fargo with respect to such Letters of Credit.


 


10.07         Non-Reliance
on Administrative Agent and Other Lenders.


 


Each Lender and each L/C
Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 




    	 	102	 



     


    

 


10.08         No
Other Duties; Etc.


 


Anything herein to the
contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or an L/C Issuer hereunder.


 


10.09         Administrative
Agent May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations (other than obligations under Swap Contracts or Treasury Management Agreements to which the Administrative
Agent is not a party) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel
and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i),
2.09 and 11.04) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each
L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09 and 11.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
an L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 




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10.10         Collateral
and Guaranty Matters.


 


Each Lender and each L/C
Issuer irrevocably authorize the Administrative Agent at its option and in its discretion (a) to release any Subsidiary Guarantor
from its obligations under the Guaranty if such Person ceases to be required to be a Subsidiary Guarantor under the Loan Documents
and to release any Lien on the Equity Interests of such Subsidiary Guarantor in connection therewith, (b) to release the Cash Collateral
and any Lien thereon in accordance with the terms and conditions set forth in Section 2.14 and (c) at the Borrower’s
option at any time after the occurrence of a Security Interests Termination Event, to release any Lien on any Collateral granted
to or held by the Administrative Agent under any Loan Document in accordance with Section 11.19. Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to (i) release any Subsidiary
Guarantor from its obligations under the Guaranty or (ii) release Cash Collateral in accordance with this Section 10.10.
In the event any real property collateral is obtained, the Administrative Agent shall provide each Lender at least 60 days’
prior notice thereof in order to do due diligence pursuant to applicable Laws, including but not limited to regulations governing
flood insurance and appraisals.


 


10.11         Treasury
Management Agreements and Swap Contracts.


 


No Lender or Affiliate
of a Lender that obtains the benefit of Section 9.03 or the Guaranty by virtue of the provisions hereof shall have any right
to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (or to notice
of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty) other than in its capacity
as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision
of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made with respect to, Obligations arising under Treasury Management Agreements and Swap Contracts
except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations,
together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate of
a Lender, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, Obligations arising under Treasury Management Agreements and Swap Contracts.


 


ARTICLE
XI



MISCELLANEOUS


 


11.01         Amendments,
Etc.


 


No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party,
as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, further, that


 


(a)          no
such amendment, waiver or consent shall:


 


(i)          extend
or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written
consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition
precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension
or increase in Commitments of any Lender);


 




    	 	104	 



     


    

 


(ii)         postpone
any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees
or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under
any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to
be reduced;


 


(iii)        reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final
paragraph to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided,
however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate”
or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;


 


(iv)        change
Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender directly affected thereby;


 


(v)         change
any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of
each Lender directly affected thereby;


 


(vi)        release
all or substantially all of the Liens of the Collateral Documents on the Collateral (except as expressly provided in the Loan Documents),
without the written consent of each Lender;


 


(vii)       release
(x) the Borrower, (y) the Parent Entity or (z) a Subsidiary Guarantor (except to the extent such Subsidiary Guarantor is expressly
permitted to be released pursuant to the terms of this Agreement) without the written consent of each Lender;


 


(viii)      without
the written consent of each Lender, change the definition of “Borrowing Base”, “Borrowing Base Property”,“Eligible
Property”, “Secured Borrowing Base”, “Unsecured Borrowing Base” or “Security Interests Termination
Event”; or


 


(ix)         without
the written consent of each Lender, obtain a mortgage or other lien upon real property collateral which is located in a “Special
Flood Hazard Area”.


 


(b)          unless
also signed by the L/C Issuers, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuers under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;


 


(c)          unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender
under this Agreement; or


 


(d)          unless
also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document.


 


Notwithstanding anything to the contrary herein:


 




    	 	105	 



     


    

 


(i)          the
Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.


 


(ii)          no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require
the consent of such Defaulting Lender.


 


(iii)          each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges
that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions
set forth herein.


 


(iv)          the Required Lenders
shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding
and such determination shall be binding on all of the Lenders.


 


(v)          any amendment entered
into in order to effectuate an increase in the Aggregate Revolving Commitments in accordance with Section 2.16, shall only
require the consent of the Lenders providing such increase as long as the purpose of such amendment is solely to incorporate the
appropriate provisions for such increase or Incremental Term Loan.


 


(vi)        the
Borrower may, by written notice to the Administrative Agent from time to time (and with the consent of the Administrative Agent,
not to be unreasonably withheld), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders
under the Revolving Facility to make one or more amendments or modifications to allow the maturity of such Loans of the accepting
Lenders to be extended (and in connection therewith increase the Applicable Rate and/or fees payable with respect to such Loans
and/or Revolving Commitments (if any) of the accepting Lenders) (“Extension Amendments”) pursuant to procedures
reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (x) the
terms and conditions of the requested Extension Amendment and (y) the date on which such Extension Amendment is requested to become
effective. Extension Amendments shall become effective only with respect to the Loans and/or Revolving Commitments of the Lenders
that accept in writing the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in
the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Revolving Commitments as to which such
Lender’s acceptance has been made. The Borrower, each other Loan Party and each Accepting Lender shall execute and deliver
to the Administrative Agent such documentation (the “Loan Amendment”) as the Administrative Agent shall reasonably
specify to evidence the acceptance of the Extension Amendments and the terms and conditions thereof, and the Loan Parties shall
also deliver such corporate resolutions, opinions and other documents as reasonably requested by the Administrative Agent. The
Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Amendment. Each of the parties hereto
hereby agrees that upon the effectiveness of any Loan Amendment, this Agreement shall be deemed amended to the extent (but only
to the extent) necessary to reflect the existence and terms of the Extension Amendment evidenced thereby and only with respect
to the Loans and/or Revolving Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and
shall not contradict the rights of the Lenders under clause (a) of this Section 11.01 with respect to the Loans and/or Revolving
Commitments of non-Accepting Lenders.


 




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11.02         Notices
and Other Communications; Facsimile Copies.


 


(a)          Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)          if
to the Borrower or any other Loan Party, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile
number, e-mail address or telephone number specified for such Person on Schedule 11.02; and


 


(ii)         if
to any other Lender, to the address, facsimile number, e-mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then
in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices and other communications sent by facsimile or e-mail transmission shall be deemed to have been given
when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).


 


(b)          Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished
by electronic communication (including e-mail address and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or an L/C Issuer pursuant to
Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, an L/C Issuer
or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or
communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor; provided
that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business
hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the
next Business Day for the recipient. Notwithstanding anything contained herein, the Borrower shall deliver paper copies of any
documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request
the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting
delivery to it of paper copies and maintaining its paper or electronic documents.


 




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(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuers or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission
of Borrower Materials or any other Information through the Internet or any telecommunications, electronic or other information
transmission systems.


 


(d)          Change
of Address, Etc. Each of the Borrower, the Administrative Agent, an L/C Issuer and the Swing Line Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, facsimile or telephone number or e-mail address for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to
notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, facsimile number and e-mail address to which notices and other communications may be sent and (ii)
accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf
of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities
laws.


 


(e)          Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be
entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing
Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent,
the L/C Issuers, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.


 




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11.03         No
Waiver; Cumulative Remedies; Enforcement.


 


No failure by any Lender,
an L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 10.01 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) an L/C Issuer or the Swing Line
Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 10.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and
subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available
to it and as authorized by the Required Lenders.


 


11.04         Expenses;
Indemnity; and Damage Waiver.


 


(a)          Costs
and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative
Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
and documented out-of-pocket expenses incurred by the L/C Issuers in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent, any Lender or the L/C Issuers (including the reasonable fees, charges and disbursements of
one counsel for the Administrative Agent, any Lender and the L/C Issuer) taken as a whole (unless (x) a conflict exists as determined
in the good faith judgment of each affected Lender or L/C Issuer, in which case(s) the reasonable and documented fees, charges
and disbursements of one reasonably necessary additional counsel for each such affected Lender or L/C Issuer shall be covered,
or (y) a special counsel is necessary as determined in the good faith judgment of the Administrative Agent, in which case(s) the
reasonable and documented fees, charges and disbursements of one reasonably necessary special counsel for the Administrative Agent
shall be covered), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and
the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of
Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit.


 




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(b)          Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of one counsel for all Indemnitees, plus, (x) in the event of a conflict of interest
as determined in the good faith judgment of each affected Indemnitee, one additional counsel for all such affected Indemnitees
(taken together with all similarly situated Indemnitees) and (y) in the event that a special counsel is necessary as determined
in the good faith judgment of the Administrative Agent, one additional counsel for Administrative Agent), incurred by any Indemnitee
or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter
of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries,
or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless
of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan
Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other
than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 




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(c)          Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing
Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any
such sub-agent), the L/C Issuers, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that,
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), any L/C Issuer or the Swing Line Lender in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any L/C
Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d).


 


(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan
Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection
(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby. No Loan Party shall be liable for any special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby
or thereby, any Loan or Letter of Credit or the use of proceeds thereof.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)          Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative
Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 


11.05         Payments
Set Aside.


 


To the extent that any
payment by or on behalf of any Loan Party is made to the Administrative Agent, an L/C Issuer or any Lender, or the Administrative
Agent, an L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees
to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate
per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 




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11.06         Successors
and Assigns.


 


(a)          Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent
of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection
(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that
any such assignment shall be subject to the following conditions:


 


(i)          Minimum
Amounts.


 


(A)         in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B)
of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event
of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed).


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
Loans and Commitments, and rights and obligations with respect thereto assigned, except that this clause (ii) shall not (A) apply
to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning
all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder)
on a non-pro rata basis.


 




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(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and


 


(B)         the
consent of the Administrative Agent, L/C Issuer and Swing Line Lender (in each case, such consent not to be unreasonably withheld
or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500 (or, with respect to an assignment from a Defaulting Lender,
$7,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.


 


(v)         No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).


 


(vi)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent, the L/C Issuers or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 




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Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


 


(c)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest)
of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders
shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt,
each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.


 




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Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section
(subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood
that the documentation required under Section 3.01(e) shall be delivered to the Lender which sells the participation); provided
that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee
under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or
3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been
entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs
after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s
request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06
with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section
11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it
were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 




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(f)          Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer
or Swing Line Lender may, as applicable, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer
and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as
L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect
the resignation of an L/C Issuer or a Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If an L/C Issuer
resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of such L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1)
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer
or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning
L/C Issuer or Swing Line Lender to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters
of Credit.


 


11.07         Treatment
of Certain Information; Confidentiality.


 


(a)          Treatment
of Confidential Information. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting
to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or
any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual
or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made
by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any
rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, an L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or any
Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any Lender or an L/C Issuer on a nonconfidential basis prior to disclosure by such
Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after
the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord
to its own confidential information.


 




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(b)          Non-Public
Information. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include
material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such material non-public information in accordance
with applicable Law, including United States Federal and state securities Laws.


 


11.08         Set-off.


 


If an Event of Default
shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, an L/C Issuer
or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations
of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or
an L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made
any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may
be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such L/C Issuer different from the branch
office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any
Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers
and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable
detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender,
each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees
to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure
to give such notice shall not affect the validity of such setoff and application.


 


11.09         Interest
Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 




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11.10         Counterparts;
Integration; Effectiveness.


 


This Agreement may be executed
in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter
agreements with respect to fees payable to the Administrative Agent or the L/C Issuers, constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


11.11         Survival
of Representations and Warranties.


 


All representations and
warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


11.12         Severability.


 


If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, an L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


11.13         Replacement
of Lenders.


 


If the Borrower is entitled
to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections
3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 




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(a)          the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans and
L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);


 


(c)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)          such
assignment does not conflict with applicable Laws; and


 


(e)          in
the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver,
discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents
to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute
and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory
assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing
Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender
of an Assignment and Assumption.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


 


11.14         Governing
Law; Jurisdiction; Etc.


 


(a)          GOVERNING
LAW. This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the law of the State
of NEW YORK.


 


(b)          SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUERS, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY OTHER FORUM OTHER THAN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 




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(c)          WAIVER
OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


11.15         Waiver
of Right to Trial by Jury.


 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


11.16         Electronic
Execution of Assignments and Certain Other Documents.


 


The words “execute,”
“execution,” “signed,” “signature” and words of like import in any Assignment and Assumption
or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures,
the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent,
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 




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11.17         USA
PATRIOT Act.


 


Each Lender that is subject
to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, promptly following a request
by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such
Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act.


 


11.18         No
Advisory or Fiduciary Relationship.


 


In connection with all
aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders
are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative
Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and
tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative
Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by
the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of
Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates,
and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower
or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have
against the Administrative Agent or any Lender or Arranger with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.


 


11.19         Release
of Collateral.


 


At any time after the occurrence
of a Security Interests Termination Event, (the first date on which such event occurs, the “Release Date”),
the Borrower shall have the option to deliver to the Administrative Agent a certificate, signed by a Responsible Officer of the
Borrower certifying that, (x) all conditions to the occurrence of a Security Interests Termination Event have occurred and (y)
no Default or Event of Default exists on such date or after giving effect to the release of Liens contemplated hereby. Upon receipt
of such certificate, all Collateral shall be released from the Liens created by the Collateral Documents, and all rights to the
Collateral shall revert to the Loan Parties. At the request and sole expense of any Loan Party following any such release, the
Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Collateral Document,
and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.


 




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11.20         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking,


 


(iii)        or
a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iv)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	122	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	BORROWER:	PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:	PE Grocery Center OP GP III LLC, 
	 	 	a Delaware limited liability company,
	 	 	its General Partner
	 		 
	 	 	By: /s/ John Caulfield
	 	 	John Caulfield, Vice President
	 	 
	GUARANTOR:	PHILLIPS EDISON GROCERY CENTER REIT III INC., a Maryland corporation
	 	 
	 	By:	/s/ John Caulfield
	 	John Caulfield, Vice President


 




     


     


    

 


	ADMINISTRATIVE	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	AGENT:	as Administrative Agent
	 	 
	 	By:	/s/ Scott S. Solis
	 	Name:	Scott Solis
	 	Title:	Senior Vice President
	 	 
	LENDERS:	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender, Swing Line Lender and L/C Issuer
	 	 
	 	By:	/s/ Scott S. Solis
	 	Name:	Scott Solis
	 	Title:	Senior Vice President
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender and L/C Issuer
	 	 
	 	By:	/s/ Paul Choi
	 	Name:	Paul Choi
	 	Title:	Executive Director
	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	/s/ Sara Jo Smith
	 	Name:	Sara Jo Smith
	 	Title:	Assistant Vice President
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Gary J. Katunas
	 	Name:	Gary J. Katunas
	 	Title:	Senior Vice President


 




     


     


    

 


	 	REGIONS BANK,
	 	as a Lender
	 	 
	 	By:	/s/ C. Vincent Hughes, Jr.
	 	Name:	C. Vincent Hughes, Jr.
	 	Title:	Vice President
	 	 
	 	FIFTH THIRD BANK,
	 	as a Lender
	 	 
	 	By:	/s/ Michael P. Perillo
	 	Name:	Michael P. Perillo
	 	Title:	Vice President