Amended and Restated Revolving Credit Agreement


 
AMENDED AND
RESTATED 
REVOLVING CREDIT AGREEMENT 
 
among 
 
PAN PACIFIC RETAIL PROPERTIES, INC., 
as Borrower 
 
CERTAIN SUBSIDIARIES OF PAN PACIFIC RETAIL PROPERTIES, INC., 
as Guarantors 
 
THE LENDERS IDENTIFIED HEREIN 
 
and 
 
BANK OF AMERICA, N.A., 
as Administrative Agent, 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
and 
US BANK, NATIONAL ASSOCIATION, 
as Co-Syndication Agents, 
 
and 
 
WACHOVIA BANK, NATIONAL ASSOCIATION, 
as
Documentation Agent 
 
March 31, 2003 
 
BANC OF AMERICA SECURITIES LLC, 
as Sole Lead Arranger and Sole Book Manager 






TABLE OF CONTENTS 
 

	 	  	 	  	 Page


	 SECTION 1
	  	 DEFINITIONS AND ACCOUNTING TERMS
	  	 1

	 1.1    
	  	 Definitions.
	  	 1

	 1.2    
	  	 Computation of Time Periods and Other Definition Provisions.
	  	 25

	 1.3    
	  	 Accounting Terms/Calculation of Financial Covenants.
	  	 25

	 1.4    
	  	 Joint Venture Investments.
	  	 26

	 1.5    
	  	 Time.
	  	 26

	 1.6    
	  	 Rounding of Financial Covenants.
	  	 26

	 1.7    
	  	 References to Agreements and Requirement of Laws.
	  	 26

	
	 SECTION 2
	  	 CREDIT FACILITY
	  	 27

	 2.1    
	  	 Revolving Loans.
	  	 27

	 2.2    
	  	 Letter of Credit Subfacility.
	  	 29

	 2.3    
	  	 Swing Line Loans Subfacility.
	  	 37

	 2.4    
	  	 Competitive Bid Loans Subfacility.
	  	 39

	 2.5    
	  	 Increase of Revolving Committed Amount.
	  	 41

	 2.6    
	  	 Extension of Maturity Date.
	  	 42

	
	 SECTION 3
	  	 GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT
	  	 43

	 3.1    
	  	 Interest.
	  	 43

	 3.2    
	  	 Place and Manner of Payments.
	  	 43

	 3.3    
	  	 Prepayments.
	  	 44

	 3.4    
	  	 Fees.
	  	 44

	 3.5    
	  	 Payment in full at Maturity.
	  	 45

	 3.6    
	  	 Computations of Interest and Fees.
	  	 45

	 3.7    
	  	 Pro Rata Treatment.
	  	 46

	 3.8    
	  	 Sharing of Payments.
	  	 47

	 3.9    
	  	 Capital Adequacy.
	  	 48

	 3.10  
	  	 Inability To Determine Interest Rate.
	  	 48

	 3.11  
	  	 Illegality.
	  	 48

	 3.12  
	  	 Requirements of Law.
	  	 49

	 3.13  
	  	 Taxes.
	  	 49

	 3.14  
	  	 Compensation.
	  	 51

	 3.15  
	  	 Determination and Survival of Provisions.
	  	 52

	
	 SECTION 4
	  	 GUARANTY
	  	 52

	 4.1    
	  	 Guaranty of Payment.
	  	 52

	 4.2    
	  	 Obligations Unconditional.
	  	 52

	 4.3    
	  	 Modifications.
	  	 53

	 4.4    
	  	 Waiver of Rights.
	  	 54

	 4.5    
	  	 Reinstatement.
	  	 54

	 4.6    
	  	 Remedies.
	  	 54

	 4.7    
	  	 Limitation of Guaranty.
	  	 54

	 4.8    
	  	 Rights of Contribution.
	  	 55


 

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	 SECTION 5
	  	 CONDITIONS PRECEDENT
	  	 55

	 5.1    
	  	 Closing Conditions.
	  	 55

	 5.2    
	  	 Conditions to All Extensions of Credit.
	  	 60

	
	 SECTION 6
	  	 REPRESENTATIONS AND WARRANTIES
	  	 61

	 6.1    
	  	 Organization and Good Standing.
	  	 61

	 6.2    
	  	 Due Authorization.
	  	 61

	 6.3    
	  	 Enforceable Obligations.
	  	 61

	 6.4    
	  	 No Conflicts.
	  	 62

	 6.5    
	  	 Consents.
	  	 62

	 6.6    
	  	 Financial Condition.
	  	 62

	 6.7    
	  	 No Material Change.
	  	 62

	 6.8    
	  	 Disclosure.
	  	 63

	 6.9    
	  	 No Default.
	  	 63

	 6.10  
	  	 Litigation.
	  	 63

	 6.11  
	  	 Taxes.
	  	 63

	 6.12  
	  	 Compliance with Law.
	  	 63

	 6.13  
	  	 Licenses, etc.
	  	 64

	 6.14  
	  	 Ownership of Properties and Collateral; Liens.
	  	 64

	 6.15  
	  	 Insurance.
	  	 64

	 6.16  
	  	 Use of Proceeds.
	  	 64

	 6.17  
	  	 Government Regulation.
	  	 64

	 6.18  
	  	 No Burdensome Restrictions.
	  	 65

	 6.19  
	  	 Compliance with ERISA.
	  	 65

	 6.20  
	  	 Environmental Matters.
	  	 67

	 6.21  
	  	 Organization Structure/Subsidiaries.
	  	 68

	 6.22  
	  	 Properties.
	  	 68

	 6.23  
	  	 Solvency.
	  	 68

	 6.24  
	  	 Tax Shelter Regulations.
	  	 68

	
	 SECTION 7
	  	 AFFIRMATIVE COVENANTS
	  	 69

	 7.1    
	  	 Information Covenants.
	  	 69

	 7.2    
	  	 Financial Covenants.
	  	 72

	 7.3    
	  	 Preservation of Existence.
	  	 73

	 7.4    
	  	 Maintenance of Assets.
	  	 73

	 7.5    
	  	 Insurance.
	  	 74

	 7.6    
	  	 Performance of Obligations.
	  	 74

	 7.7    
	  	 Compliance with Law.
	  	 74

	 7.8    
	  	 Payment of Taxes and Other Indebtedness.
	  	 74

	 7.9    
	  	 Books and Records.
	  	 74

	 7.10  
	  	 Audits/Inspections.
	  	 75

	 7.11  
	  	 Use of Proceeds.
	  	 75

	 7.12  
	  	 Additional Credit Parties.
	  	 75

	 7.13  
	  	 Distributions from Down–REITs.
	  	 75

	
	 SECTION 8
	  	 NEGATIVE COVENANTS
	  	 76

	 8.1    
	  	 Indebtedness.
	  	 76


 

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	 8.2    
	  	 Liens.
	  	 76

	 8.3    
	  	 Nature of Business.
	  	 77

	 8.4    
	  	 Consolidation and Merger.
	  	 77

	 8.5    
	  	 Sale or Lease of Assets.
	  	 77

	 8.6    
	  	 Investments.
	  	 78

	 8.7    
	  	 Restricted Payments.
	  	 78

	 8.8    
	  	 Transactions with Affiliates.
	  	 79

	 8.9    
	  	 Fiscal Year; Organizational Documents.
	  	 79

	 8.10  
	  	 No Limitations.
	  	 79

	 8.11  
	  	 Other Negative Pledges.
	  	 79

	
	 SECTION 9
	  	 EVENTS OF DEFAULT
	  	 80

	 9.1    
	  	 Events of Default.
	  	 80

	 9.2    
	  	 Acceleration; Remedies.
	  	 83

	 9.3    
	  	 Allocation of Payments After Event of Default.
	  	 84

	
	 SECTION 10
	  	 AGENCY PROVISIONS
	  	 85

	 10.1    
	  	 Appointment.
	  	 85

	 10.2    
	  	 Delegation of Duties.
	  	 86

	 10.3    
	  	 Exculpatory Provisions.
	  	 86

	 10.4    
	  	 Reliance on Communications.
	  	 86

	 10.5    
	  	 Notice of Default.
	  	 87

	 10.6    
	  	 Non-Reliance on Administrative Agent and Other Lenders.
	  	 87

	 10.7    
	  	 Indemnification.
	  	 88

	 10.8    
	  	 Administrative Agent in Its Individual Capacity.
	  	 89

	 10.9    
	  	 Successor Agent.
	  	 89

	 10.10  
	  	 Administrative Agent May File Proofs of Claim.
	  	 90

	
	 SECTION 11
	  	 MISCELLANEOUS
	  	 90

	 11.1    
	  	 Notices.
	  	 90

	 11.2    
	  	 Right of Set-Off, Automatic Debits.
	  	 91

	 11.3    
	  	 Benefit of Agreement.
	  	 92

	 11.4    
	  	 No Waiver; Remedies Cumulative.
	  	 95

	 11.5    
	  	 Payment of Expenses; Indemnification.
	  	 96

	 11.6    
	  	 Amendments, Waivers and Consents.
	  	 96

	 11.7    
	  	 Counterparts/Telecopy.
	  	 97

	 11.8    
	  	 Headings.
	  	 98

	 11.9    
	  	 Defaulting Lender.
	  	 98

	 11.10  
	  	 Survival of Indemnification and Representations and Warranties.
	  	 98

	 11.11  
	  	 Governing Law.
	  	 98

	 11.12  
	  	 Waiver of Jury Trial; Waiver of Consequential Damages.
	  	 98

	 11.13  
	  	 Severability.
	  	 98

	 11.14  
	  	 Entirety.
	  	 99

	 11.15  
	  	 Binding Effect.
	  	 99

	 11.16  
	  	 Confidentiality.
	  	 99

	 11.17  
	  	 Further Assurances.
	  	 100

	 11.18  
	  	 Release of Guarantors/Collateral.
	  	 100


 

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	 SCHEDULES
	  	 
	
	 Schedule 1.1(a)
	  	 Commitments

	 Schedule 1.1(b)
	  	 Down-REITs

	 Schedule 2.2(c)
	  	 Existing Letters of Credit

	 Schedule 6.5
	  	 Consents

	 Schedule 6.21
	  	 Organization Structure/Subsidiaries

	 Schedule 6.22
	  	 Properties

	 Schedule 8.1(e)
	  	 Senior Notes

	 Schedule 11.1
	  	 Notices

	
	 EXHIBITS
	  	 
	
	 Exhibit 2.1(b)
	  	 Form of Notice of Borrowing

	 Exhibit 2.1(e)
	  	 Form of Notice of Continuation/Conversion

	 Exhibit 2.1(g)
	  	 Form of Revolving Loan Note

	 Exhibit 2.3(b)
	  	 Form of Notice of Swing Line Loan

	 Exhibit 2.3(d)
	  	 Form of Swing Line Loan Note

	 Exhibit 2.4(b)
	  	 Form of Competitive Bid Request

	 Exhibit 2.4(h)
	  	 Form of Competitive Bid Loan Note

	 Exhibit 7.1(c)
	  	 Form of Officer’s Certificate

	 Exhibit 7.1(d)
	  	 Form of Borrowing Base Certificate

	 Exhibit 7.12
	  	 Form of Joinder Agreement

	 Exhibit 11.3
	  	 Form of Assignment and Assumption Agreement


 
 

iv 







 
AMENDED AND
RESTATED 
REVOLVING CREDIT AGREEMENT 
 
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is entered into as
of March 31, 2003 among PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent
for the Lenders (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, and US BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent. 
 
RECITALS 
 
WHEREAS, the Borrower entered into that certain
Revolving Credit Agreement dated as of November 13, 2000, as amended by that certain First Amendment to Revolving Credit Agreement dated June 13, 2001, and as further amended by that certain Second Amendment to Revolving Credit Agreement dated July
16, 2001 (collectively, the “Original Agreement”); 
 
WHEREAS, the Borrower has requested an amended and restated revolving credit facility for the purposes set forth herein; 
 
WHEREAS, the Guarantors will benefit, directly or indirectly, from such amended and restated revolving credit facility and,
therefore, are willing to provide credit support for the obligations incurred thereunder; and 
 
WHEREAS, the Lenders have agreed to completely amend and restate the Original Agreement with this Credit Agreement and make the requested amended and restated revolving credit facility available
to the Borrower on the terms and subject to the conditions hereinafter set forth. 
 
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 
SECTION 1 
 
DEFINITIONS AND ACCOUNTING TERMS 
 
1.1 Definitions. 
 
As used herein, the following terms shall have the meanings
herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular: 






 
“Absolute Rate” means a fixed rate of interest expressed in multiples of 1/100th of
one percent. 
 
“Absolute Rate Bid
Loan” means a Competitive Bid Loan that bears interest at a rate determined with reference to an Absolute Rate. 
 
“Actual Debt Service” means for any period, without duplication, the sum of (a) Consolidated Interest Expense, plus (b)
subject to Section 1.4, the aggregate amount of all principal and other payments due during such period with respect to Consolidated Indebtedness (excluding, however, any principal “balloon payments” paid or payable by any member of the
Consolidated Group during such period) plus (c) cash dividends paid on any preferred stock of the Borrower. 
 
“Adjusted Base Rate” means the Base Rate plus the Applicable Percentage. 
 
“Adjusted Current Value” means, for any
Property, as of any date, the quotient of (a) Net Operating Income for such Property for the immediately preceding four calendar quarters divided by (b) the Applicable Cap Rate; provided, however, that (i) if a Property has been owned
by a Combined Party for less than one full calendar quarter, then the Adjusted Current Value for such Property shall equal the purchase price paid by the applicable Combined Party (or by any predecessor thereto) upon acquiring such Property, net of
all brokerage commissions, finder’s fees and other closing costs or expenses incurred by such Combined Party in connection with the acquisition of such Property and (ii) if a Property has been owned by a Combined Party for less than four full
calendar quarters but more than one full calendar quarter, then the Adjusted Current Value for such Property shall equal (A) Net Operating Income for such Property for the most recently ended calendar quarter multiplied by four (subject to the
definition of Net Operating Income) divided by (B) the Applicable Cap Rate. 
 
“Adjusted LIBOR Rate” means the LIBOR Rate plus the Applicable Percentage. 
 
“Administrative Agent” means Bank of America, N.A. (or any successor thereto) or any successor administrative agent
appointed pursuant to Section 10.9. 
 
“Administrative Fees” has the meaning set forth in Section 3.4(c). 
 
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not
limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation, partnership, limited liability company or real estate investment
trust if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the Voting Stock of such corporation or to vote 10% or more of the ownership interests of such partnership, limited liability company, or real estate
investment trust or (ii) to direct or cause direction of the management and policies of such corporation, partnership, limited liability company or real estate investment trust, whether through the ownership of Voting Stock, as managing or general
partner, by contract or otherwise. 
 

2 







 
“Agency Services Address” means Bank of America, N.A./Agency Management 901 Main Street, 14th Floor, Dallas, Texas 75202, Attention: Sheri Starbuck, or such other address as may be identified by written notice from the Administrative Agent to the Borrower and the Lenders. 
 
“Agent-Related Person” means the
Administrative Agent, together with its Affiliates, including the Arranger, and their respective officers, directors, employees, agents, counsel and attorneys-in-fact. 
 
“Aggregate Adjusted Current Value” means, as of any date of determination and subject to
Section 1.4, the sum of the Adjusted Current Values as of such date for all Properties owned by the Combined Parties. 
 
“Applicable Cap Rate” means 9.00% for all Properties; provided, however, that the Required Lenders shall
have the right, at the end of any calendar year, to review and adjust, in their reasonable discretion, the Applicable Cap Rate, which change shall become effective immediately upon written notice by the Administrative Agent to the Borrower.

 
“Applicable Percentage” means
the appropriate applicable percentages corresponding to the Debt Ratings in effect as of the most recent Calculation Date as shown below: 
 

	 Pricing Level

	  	 Debt Ratings

	    	 Applicable Percentages for LIBOR Loans and Letter of Credit Fees

	    	 Applicable Percentages for Base Rate Loans

	    	 Applicable Percentages for Facility Fees


	 I
	  	 3 A- from S&P/ 3 A3 from Moody’s or their equivalent
	    	 .55%
	    	 0%
	    	 .15%

	 II
	  	 <A- but 3 BBB+ from S&P/ <A3 but 3 Baa1 from Moody’s or their
equivalent
	    	 .60%
	    	 0%
	    	 .20%

	 III
	  	 < BBB+ but 3 BBB from S&P/ <Baa1 but 3 Baa2 from Moody’s or their
equivalent
	    	 .70%
	    	 0%
	    	 .20%

	 IV
	  	 < BBB but 3 BBB- from S&P/ <Baa2 but 3 Baa3 from Moody’s or their
equivalent
	    	 .90%
	    	 0%
	    	 .20%

	 V
	  	 <BBB- from S&P/ <Baa3 from Moody’s or their equivalent or unrated by
both S&P and Moody’s
	    	 1.25%
	    	 .25%
	    	 .25%


 
If at
any time the Borrower fails to maintain at least two Debt Ratings, one of which must be either S&P or Moody’s, then, during such time, the appropriate applicable percentages shall correspond to Pricing Level V above. 
 

3 







 
If at any time
there is a split in the Debt Ratings, the Applicable Percentages shall be determined by (a) if there are only two Debt Ratings, the lower of the two Debt Ratings (i.e. the higher pricing) or (b) if there are more than two Debt Ratings, the lower of
the two highest Debt Ratings (i.e. the higher pricing of the Borrower’s two most favorable Debt Ratings); provided, however, that in the event the two applicable Debt Ratings are split by more than one rating level, then the appropriate
Applicable Percentages shall correspond to one pricing level higher than the lower of the two applicable Debt Ratings. 
 
The appropriate Applicable Percentages shall, in each case, be determined and adjusted on the date (each a “Calculation
Date”) (a) on which a Debt Rating is downgraded (i.e., so as to result in higher pricing) or (b) that is the first Business Day following the Administrative Agent’s receipt of notice from the Borrower that a Debt Rating has been
upgraded (i.e., so as to result in lower pricing) or a new Debt Rating has been established. Each such Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Percentages
shall be applicable to all existing Loans and Letters of Credit as well as any new Loans made or Letters of Credit issued. 
 
“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. 
 
“Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager. 
 
“Assignment and Assumption” means an Assignment and Assumption between an assigning Lender and an Eligible Assignee
substantially in the form of Exhibit 11.3. 
 
“Attorney Costs” means all reasonable fees and disbursements of any law firm or other external counsel and the reasonable allocated cost of internal legal services and all disbursements of internal counsel.

 
“Bank of America” means Bank of
America, N.A., a national banking association, together with its successors and/or assigns. 
 
“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time. 
 
“Base Rate” means, for any day, the rate per
annum equal to the greater of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on
the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively. 
 

4 







 
“Base
Rate Loan” means any Revolving Loan bearing interest at a rate determined by reference to the Base Rate. 
 
“Borrower” means Pan Pacific Retail Properties, Inc., a Maryland corporation. 
 
“Borrowing Base” means, as of any date of
calculation and subject to the limitations below, the sum of: 
 
(a) the product of (i) the aggregate Adjusted Current Values for all Borrowing Base Income Properties multiplied by (ii) .55; plus 
 
(b) the product of (i) the aggregate cash Investments made by the Consolidated Group in all
Borrowing Base Development Properties multiplied by (ii) .50. 
 
It is understood and agreed that in calculating the Borrowing Base: (A) Borrowing Base Development Properties shall not account for more than 10% of the Borrowing Base, (B) Borrowing Base Properties owned by Down-REITs that are not
Guarantors shall not account for more than 7.5% of the Borrowing Base, (C) Borrowing Base Properties that are Reverse 1031 Exchange Properties shall not account for more than 10% of the Borrowing Base and no individual Reverse 1031 Exchange Property
can be included in the Borrowing Base for more than 180 days and (D) at least 85% of the net rentable square footage of all Borrowing Base Income Properties shall be leased to and occupied by tenants other than Combined Parties or Affiliates of
Combined Parties. 
 
The Borrower may add or remove
Properties from the Borrowing Base upon delivery of a revised Borrowing Base Certificate in accordance with Section 7.1(d); provided that (x) such addition or removal will not cause or result in a Default or Event of Default and (y) the
Borrower complies with Section 3.3(b)(i), if applicable. 
 
On and as of the date that any Property fails to qualify as a Borrowing Base Property (whether due to failure to meet the definitions of Income Property or Development Property, or in accordance with Sections 8.5 or 8.6 or
otherwise), such Property shall immediately be deemed excluded from the Borrowing Base for all purposes hereof. 
 
“Borrowing Base Certificate” means, subject to the definition of Borrowing Base, a certificate setting forth the
calculation of the Borrowing Base substantially in the form of Exhibit 7.1(d). 
 
“Borrowing Base Development Property” means, subject to the definition of Borrowing Base, any Development Property that satisfies the following conditions: (a) such Development
Property is designated by the Borrower in a Borrowing Base Certificate as a Borrowing Base Property; (b) such Development Property is an Unencumbered Property; (c) such Development Property is, or will be, a single or multi-tenant retail shopping
center; (d) such Development Property is owned 100% in fee by (i) the Borrower, (ii) a Guarantor, (iii) a Down-REIT or (iv) with respect to a Reverse 1031 Exchange Property, an EAT; 

 

5 








(e) there is no existing or threatened violation of any applicable Environmental Law with respect to such Development Property and there are
no material structural issues associated with such Development Property; (f) at least 50% of the pro forma base rental gross income for such Development Property is represented by executed leases with Persons other than the Combined Parties or
Affiliates of the Combined Parties; and (g) such Development Property has not been a Borrowing Base Property for more than 18 months. 
 
“Borrowing Base Income Property” means, subject to the definition of Borrowing Base, any Income Property that satisfies
the following conditions: (a) such Income Property is designated by the Borrower in a Borrowing Base Certificate as a Borrowing Base Property; (b) such Income Property is an Unencumbered Property; (c) such Income Property is a single or multi-tenant
retail shopping center; (d) such Income Property is owned 100% in fee by (i) the Borrower, (ii) a Guarantor, (iii) a Down-REIT or (iv) with respect to a Reverse 1031 Exchange Property, an EAT and (e) there is no existing or threatened violation of
any applicable Environmental Law with respect to such Property and there are no material structural issues associated with such Property. 
 
“Borrowing Base Property” means any Borrowing Base Income Property or any Borrowing Base Development Property.

 
“Business Day” means any day
other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in Dallas, Texas or such other location as designated by the Administrative Agent;
provided that in the case of LIBOR Loans, such day is also a day on which dealings between banks are carried on in U.S. dollar deposits in the London interbank market. 
 
“Calculation Date” has the meaning set forth in the definition of Applicable Percentage.

 
“Capital Expenditures” means
all actual expenditures of any Person for replacements and substitutions of improvements to any Property that, in accordance with GAAP, would be classified on the balance sheet of such Person as Capital Expenditures, including, without limitation,
Capital Leases. 
 
“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of such Person. 
 
“Capital Stock” means (a) in the case of a
corporation, all classes of capital stock of such corporation, (b) in the case of a partnership, partnership interests (whether general, limited or operating partnership units), (c) in the case of a limited liability company, membership interests
and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person. 
 

6 







 
“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for the LOC Obligations, cash or deposit account balances pursuant to documentation
in form and substance satisfactory to the Administrative Agent and the Issuing Lender. 
 
“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the
full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) U.S. dollar denominated time and demand deposits and certificates of deposit of
(i) any Lender or any of its Affiliates, (ii) any domestic commercial bank 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 with a bank or trust company (including any of the Lenders) or securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States of America in which a Credit Party 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, as amended, which
are administered by 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 of Control” means either of the
following events: 
 
(a) any
“person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), by way of
merger, consolidation or otherwise of 20% or more of the Voting Stock of the Borrower on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of the Borrower convertible
into or exercisable for Voting Stock of the Borrower (whether or not such securities are then currently convertible or exercisable); or 
 
(b) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the
board of directors of the Borrower together with any new members of such board of directors whose elections by such board or board of directors or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority
of the 

 

7 








members of such board of directors then still in office who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved cease for any reason to constitute a majority of the directors of the Borrower then in office. 
 
“Closing Date” means the date hereof. 
 
“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute
thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections. 
 
“Collateral” has the meaning set forth in the
Pledge Agreement. 
 
“Combined
Parties” means the Credit Parties and their Subsidiaries and all joint ventures or general or limited partnerships to which a Credit Party or one of its Subsidiaries is a party. 
 
“Commitment” means, (a) with respect to each Lender, its obligation to make Revolving Loans
pursuant to Section 2.1 and to fund or purchase Participation Interests pursuant to Sections 2.2, 2.3 or 3.8, (b) with respect to the Issuing Lender its obligation to issue Letters of Credit pursuant to Section 2.2 or (c) with respect to the Swing
Line Lender, its obligation to make Swing Line Loans pursuant to Section 2.3. The initial Commitment of each Lender to make Revolving Loans is set forth on Schedule 1.1(a). 
 
“Competitive Bid” means an offer by a Lender to make a Competitive Bid Loan pursuant to the
terms of Section 2.4. 
 
“Competitive Bid
Fee” means $2,500. 
 
“Competitive
Bid Loan” means a loan made by a Lender in its sole and absolute discretion pursuant to the provisions of Section 2.4. 
 
“Competitive Bid Loan Note” or “Competitive Bid Loan Notes” means the promissory notes of the Borrower,
in the form of Exhibit 2.4(g), in favor of each Lender evidencing the Competitive Bid Loans, individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from
time to time. 
 
“Competitive Bid
Rate” means, as to any Competitive Bid made by a Lender in accordance with the provisions of Section 2.4, the rate of interest offered by the Lender making the Competitive Bid. 
 
“Competitive Bid Request” means a request by
the Borrower for Competitive Bids in the form of Exhibit 2.4(b). 
 

8 







 
“Consolidated Adjusted EBITDA” means, for any period, with respect to the Combined Parties, an amount equal to: 
 
(a) Consolidated Net Income for such period excluding the effect of any extraordinary or other non-recurring gains
(including, without limitation, any gain from the sale of property not in the ordinary course of business) and any extraordinary or other non-recurring losses; plus 
 
(b) amounts which in the determination of Consolidated Net Income for such period have been
deducted for: 
 
(i) Consolidated
Interest Expense for such period, 
 
(ii) total federal, state, foreign or other income or franchise taxes for such period, 
 
(iii) depreciation, 
 
(iv) amortization, and 
 
(v) other non-cash charges and expenses; minus 
 
(c) an amount equal to the greater of (i) $0.10 times the aggregate net rentable square
footage of all Properties of the Combined Parties as of the end of such period (subject to Section 1.4) and (ii) without duplication, all actual Capital Expenditures made by the Combined Parties for all Properties of the Combined Parties during such
period (subject to Section 1.4). 
 
“Consolidated Group” means the Credit Parties and all Subsidiaries of the Credit Parties, the financial statements of which are consolidated with those of the Borrower in accordance with GAAP. 
 
“Consolidated Indebtedness” means, for any
period, subject to Section 1.4, all Indebtedness of the Consolidated Group. 
 
“Consolidated Interest Expense” means, for any period, subject to Section 1.4, the interest expense of the Combined Parties (including, without limitation, imputed interest on Capital
Leases, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, the net costs associated with Hedging Obligations related to interest rate Hedging Agreements, amortization
of other financing fees and expenses, the interest portion of any deferred payment obligation, amortization of discounts or premiums, if any, and all non-cash interest expense). 
 
“Consolidated Net Income” means, for any period, subject to Section 1.4, the net income (or
loss) of the Combined Parties. 
 

9 







 
“Consolidated Tangible Net Worth” means, as of any date of calculation, an amount equal to (a) total assets of the Consolidated Group as determined in accordance with GAAP minus (b) the amount of intangible
assets of the Consolidated Group as determined in accordance with GAAP, including, without limitation, deferred costs associated with goodwill, intellectual property, franchises, organizational expenses, deferred financing charges, debt acquisition
costs, start-up costs, pre-opening costs, prepaid pension costs or any other deferred charges minus (c) the total liabilities of the Consolidated Group as determined in accordance with GAAP. 
 
“Credit Documents” means this Credit
Agreement, the Pledge Agreement, any Uniform Commercial Code financing statements, the Notes, any Notice of Borrowing, any Notice of Continuation/Conversion, any Letter of Credit Application, any Competitive Bid Loan Request, any Notice of Swing
Line Loan and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto. 
 
“Credit Exposure” means (a) at any time prior to the termination of the Commitments, the Pro Rata Share of such Lender
multiplied by the Revolving Committed Amount and (b) at any time after the termination of the Commitments, the sum of (i) the principal balance of the outstanding Loans of such Lender plus (ii) such Lender’s Participation Interests in the
stated amount of the outstanding Letters of Credit and outstanding Swing Line Loans. 
 
“Credit Parties” means the Borrower and the Guarantors and “Credit Party” means any one of them. 
 
“Debt Rating” means, as to the Borrower, the long-term, senior, unsecured, non-credit
enhanced debt rating of the Borrower from S&P, Moody’s or any other reputable established rating agency reasonably acceptable to the Administrative Agent. 
 
“Default” means any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default. 
 
“Defaulting Lender” means, at any time, any Lender that, (a) has failed to make a Loan or purchase a Participation Interest required pursuant to the terms of this Credit Agreement (but only for so long as such Loan
is not made or such Participation Interest is not purchased), (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement (but only for so long as such amount has not
been repaid) or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official. 
 
“Development Property” means any Property (other than an Income Property) currently under development or construction.

 
“Dollars” and
“$” means dollars in lawful currency of the United States of America. 
 

10 







 
“Down-REITs” means those entities set forth on Schedule 1.1(b) and any other Down-REIT identified by the Borrower to the Administrative Agent; provided that each such Down-REIT: (a) is a non-wholly owned
Subsidiary of the Borrower, (b) is subject to full management control by the Borrower, (c) is a member of the Consolidated Group, (d) cannot become a Guarantor hereunder without the consent of the other members of such Down-REIT and (e) all of the
equity (or economic interest) of such Down-REIT owned by a Credit Party has been pledged to the Lenders pursuant to the Pledge Agreement or to another pledge agreement in form and substance reasonably satisfactory to the Administrative Agent.

 
“EAT” means an exchange
accommodation titleholder that (a) is a third party special purpose entity established at the request of a Credit Party or Down-REIT specifically for the purpose of allowing the Consolidated Group to benefit from the like-kind exchange tax benefits
under Section 1031 of the Code and the regulations promulgated thereunder, (b) has no assets other than the property subject to the reverse 1031 exchange and (c) has no debt other than the loan(s) made by a Credit Party to such EAT and any other de
minimis debt incurred in the ordinary course of its business. 
 
“Effective Date” means the date on which the conditions set forth in Section 5.1 shall have been fulfilled (or waived in the sole discretion of the Lenders). 
 
“Eligible Assignee” means (a) any Lender or
any Affiliate or Subsidiary of a Lender (without the approval or consent of any other Person) and (b) any other Person approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld, conditioned or delayed);
provided that (i) the Borrower’s consent is not required during the existence and continuation of an Event of Default, (ii) approval by the Borrower shall be deemed given if no objection is received by the assigning Lender and the
Administrative Agent from the Borrower within five Business Days after notice of such proposed assignment has been received by the Borrower and (iii) neither the Borrower nor any Subsidiary or Affiliate of the Borrower shall qualify as an Eligible
Assignee. 
 
“Environmental Claim”
means any investigation, written notice, violation, written demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or written claim whether administrative, judicial or private in
nature arising (a) pursuant to, or in connection with, an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial, corrective, or other response
action in connection with an Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment. 
 
“Environmental Laws” means any current or
future legal requirement of any Governmental Authority pertaining to (a) the protection of surface water and groundwater from contamination with Hazardous Materials, (b) the management, manufacture, possession, presence, use, generation,
transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any 

 

11 








hazardous or toxic substance or material or (c) pollution (including any release to land surface water and groundwater) and includes, without
limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as
amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et
seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act
of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder. 
 
“Equity Issuance” means any issuance by a member of the Consolidated Group to any Person of
(a) shares of its Capital Stock or other equity interests, (b) any shares of its Capital Stock or other equity interests pursuant to the exercise of options (other than stock issued to employees and directors pursuant to employees or directors stock
option plans) or warrants or (c) any shares of its Capital Stock or other equity interests pursuant to the conversion of any debt securities to equity. 
 
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as
interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections. 
 
“ERISA Affiliate” means an entity, whether or
not incorporated, which is under common control with a member of the Consolidated Group within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes a member of the Consolidated Group and which is treated as a single
employer under Sections 414(b), (c), (m) or (o) of the Code. 
 
“ERISA Event” means (a) with respect to any Single Employer or Multiple Employer Plan, the occurrence of a Reportable Event, or a substantial cessation of operations to which Section 4062(e) of ERISA applies, by the
Borrower, any member of the Consolidated Group or any ERISA Affiliate; (b) the withdrawal of the Borrower, any member of the Consolidated Group or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial
employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of
ERISA; (d) the institution of proceedings to terminate or the actual termination of any Plan by the PBGC under Section 4042 of ERISA; (e) 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 Plan; (f) the complete or partial withdrawal 

 

12 








of the Borrower, any member of the Consolidated Group or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization (within the meaning of Section 4241 of ERISA); (g) the conditions for imposition of a lien under Section 302(f) of ERISA on the assets of the Borrower, any member of the Consolidated Group or any ERISA Affiliate exist with
respect to any Plan; or (h) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA by the Borrower, any member of the Consolidated Group or any ERISA Affiliate. 
 
“Eurodollar Bid Margin” means the margin
above or below the LIBOR Rate to be added to or subtracted from the LIBOR Rate, which margin shall be expressed in multiples of 1/100th of one percent. 
 
“Eurodollar Margin Bid Loan” means a Competitive Bid Loan that bears interest at a rate based upon the LIBOR Rate. 
 
“Event of Default” means any of the events or circumstances described in Section 9.1. 
 
“Exchange Act” means the Securities Exchange
Act of 1934, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder. 
 
“Existing Letters of Credit” means the Letters of Credit set forth on Schedule 2.2(c) as described by date of
issuance, letter of credit number, stated amount, name of beneficiary and date of expiry. 
 
“Extension of Credit” means, as to any Lender, the making of a Loan by such Lender (or a participation therein by a Lender) or the issuance of, or participation in, a Letter of Credit
by such Lender. 
 
“Facility
Availability” means, as of any date of calculation, the difference of (a) the Borrowing Base as of such date minus (b) the amount of Unsecured Debt (excluding Loans and Letters of Credit outstanding under this Credit Agreement)
outstanding as of such date. 
 
“Facility
Fees” has the meaning set forth in Section 3.4(a). 
 
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers 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 immediately preceding Business Day as so published on the next succeeding Business Day, and (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 (rounded 

 

13 








upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the
Administrative Agent. 
 
“Fee
Letter” means that certain letter agreement, dated as of February 14, 2003, among the Administrative Agent, the Arranger and the Borrower, as amended, modified, supplemented or replaced from time to time. 
 
“Fixed Charge Coverage Ratio” means, for any
period, the ratio of (a) Consolidated Adjusted EBITDA for the twelve month period ending on such date to (b) Actual Debt Service for the twelve month period ending on such date. 
 
“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 business. 
 
“Funds From Operations”, when used with respect to any Person, shall have the meaning given to such term in, and shall be
calculated in accordance with, standards promulgated by the National Association of Real Estate Investment Trusts in effect from time to time. 
 
“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to
Section 1.3. 
 
“Governmental
Authority” means any Federal, state, local or provincial court or governmental agency, authority, instrumentality or regulatory body. 
 
“Guarantor” means (a) each owner of a Borrowing Base Property (other than the Down-REITs), (b) Pan Pacific (CTA), Inc.
and (c) any other Person who may from time to time execute a Joinder Agreement (or otherwise consent in writing to becoming a Guarantor hereunder), whether as required by Section 7.12 or otherwise, in each case together with their successors and
assigns. 
 
“Guaranty Obligations”
means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any
other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) to
advance or provide funds or other support for the payment or purchase of such indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance
agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for
the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be deemed 

 

14 








equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated
or if indeterminable, the maximum reasonably anticipated liability in respect thereof. 
 
“Hazardous Materials” means any substance, material or waste defined or regulated in or under any Environmental Laws. 
 
“Hedging Agreement” 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.

 
“Hedging Obligations” means,
with respect to any Person, the net obligations of such Person pursuant to any Hedging Agreement to which such Person is a party or of which such Person is a beneficiary. 
 
“Hedging Termination Value” means, in respect of any one or more Hedging Agreements, after
taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have 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 Hedging Agreements, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender). 
 
“Income Property” means any Property for which development and construction are complete. 
 
“Indebtedness” of any Person means, without
duplication, subject to Section 1.4 (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than intercompany items or trade payables entered into in
the ordinary course of business on ordinary terms); (c) all reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including 

 

15 








obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or
arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by such Person (even though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property); (f) all obligations to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document
or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever
performed or tendered; (g) all Hedging Obligations; (h) the principal portion of all obligations of such Person under (1) Capital Leases, (2) any Synthetic Lease and (3) any forward purchase commitment or forward equity sale, (i) all preferred stock
issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date, (j) the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale
of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person or in a manner that would not be reflected on the balance sheet of such Person in accordance with GAAP, (k) all indebtedness
referred to in clauses (a) through (j) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by
such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (l) all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (j)
above. “Indebtedness” does not include, however, security deposits, accounts payable, accrued liabilities and any prepaid rents (as such terms are defined in accordance with GAAP). For purposes of calculating Indebtedness, the amount of
any obligations with respect to (A) Hedging Obligations on any date shall be deemed to be the Hedging Termination Value thereof on such date and (B) Surety Instruments or other contingent obligations shall be equal to the maximum reasonably
anticipated liability in respect thereof. 
 
“Indemnified Liabilities” has the meaning set forth in Section 11.5. 
 
“Indemnified Persons” has the meaning set forth in Section 11.5. 
 
“Initial Maturity Date” has the meaning set
forth in the definition of Maturity Date. 
 
“Interest Payment Date” means (a) as to Base Rate Loans, the first calendar day of each month and the Maturity Date, (b) as to any LIBOR Loan having an Interest Period of one month or less, the first calendar day of
the next succeeding month following the last day of such Interest Period and the Maturity Date, (c) as to any LIBOR Loan having an Interest Period of more than one month, the first calendar day of each month, the first calendar day of the next
succeeding month following the last day of such Interest Period, and the Maturity Date and (d) as to Competitive Bid Loans, the last day of the Interest Period for each Competitive Bid Loan and the Maturity Date. 
 

16 







“Interest Period” means, (a) as to LIBOR Loans, a period of seven days or
a period of one, two, three, four or six months’ duration, (b) as to Competitive Bid Loans that are Eurodollar Bid Margin Loans, a period of one, two or three months and (c) as to Competitive Bid Loans that are Absolute Rate Bid Loans, a period
of not more than 90 days, in each case as the Borrower may elect and commencing on the date of the borrowing (including continuations and conversions thereof); provided, however, (i) no Interest Period shall end on a day which is not a
Business Day and (ii) no Interest Period shall extend beyond the Maturity Date. 
 
“Investment” in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets (including, without
limitation, raw land, non-retail properties and minority interests in joint ventures), Capital Stock, bonds, notes, debentures or other securities of such other Person, (b) any deposit with, or advance, loan or other extension of credit to, such
Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty
Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person. 
 
“IRS” means the Internal Revenue Service of the United States of America, or any successor agency thereof. 
 
“Issuing Lender” means Bank of America, any
successor Administrative Agent or any other Lender designated by the Administrative Agent. 
 
“Issuing Lender Fees” has the meaning set forth in Section 3.4(b)(ii). 
 
“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit 7.12. 
 
“Lender” means any of the Persons identified
as a “Lender” on the signature pages hereto, and any Person which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns. 
 
“Lending Office” means, as to any Lender, the
office or offices of such Lender described as such on Schedule 11.1, or such other office or offices as a Lender may from time notify to the Borrower and the Administrative Agent. 
 
“Letter of Credit” means a letter of credit issued for the account of the Borrower by the
Issuing Lender pursuant to Section 2.2 or any Existing Letter of Credit, as such letter of credit may be amended, modified, extended, renewed or replaced. 
 
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit
from time to time in use by the Issuing Lender. 
 

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“Letter of Credit Expiration Date” means sixty days prior to the Maturity Date then in effect (or if such date is not a Business Day, the next preceding Business Day). 
 
“Letter of Credit Fees” has the meaning set
forth in Section 3.4(b)(i). 
 
“Letter of
Credit Sublimit” means an amount equal to ten percent (10%) of the then Revolving Committed Amount. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Committed Amount. 
 
“Leverage Ratio” means, as of any date, the
ratio of (a) Consolidated Indebtedness to (b) Total Assets. 
 
“LIBOR Banking Day” means any Business Day on which banks are open for business in London, England. 
 
“LIBOR Base Rate” means the offered rate (determined solely by the Administrative Agent) for a period of time comparable
to the number of days in the applicable Interest Period for deposits in Dollars, as shown on Telerate Page 3750 as of 11:00 a.m. London time two LIBOR Banking Days prior to the first day of the applicable Interest Period, or if Telerate Page 3750 is
unavailable, the rate for such deposits determined by the Administrative Agent at such time based on such other published service of general application as shall be selected by the Administrative Agent for such purpose. The determination of the
LIBOR Base Rate by the Administrative Agent shall be conclusive in the absence of manifest error. “Telerate Page 3750” means the display designated as such on Telerate system Incorporated (or such other page as may replace page 3750 on
that service for the purpose of displaying London interbank offered rates of major banks for Dollar deposits). 
 
“LIBOR Loan” means any Revolving Loan bearing interest based at a rate determined by reference to the Adjusted LIBOR
Rate. 
 
“LIBOR Rate” means, for
each LIBOR Loan comprising part of the same borrowing (including conversions, extensions and renewals), a per annum interest rate determined pursuant to the following formula: 
 

	  
 LIBOR Rate    =    
	  	 LIBOR Base Rate

 1 - LIBOR Reserve Percentage


 
“LIBOR Reserve Percentage” means the total of the maximum reserve percentages for determining the reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency Liabilities, as defined in
Regulation D. The Reserve Percentage shall be expressed as a decimal and rounded upward, if necessary, to the nearest 1/100th of one percent, and shall include marginal, emergency, supplemental, special and other reserve percentages. 
 

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“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including, without
limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof. 
 
“Loans” means the Revolving Loans, the Swing Line Loans and the Competitive Bid Loans, individually or collectively, as
appropriate. 
 
“LOC Obligations”
means, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters
of Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed. 
 
“Mandatory Borrowing” has the meaning set forth in Section 2.2(d)(ii). 
 
“Margin Increase” means with respect to any
Loan, any Letter of Credit and the Facility Fees, the rate otherwise applicable thereto plus .25%. 
 
“Material Adverse Effect” means (a) a material adverse change in or effect upon the operations, business, properties,
condition (financial or otherwise) or prospects of the Consolidated Group, taken as a whole, (b) a material impairment of the ability of a Credit Party to perform its respective obligations under this Credit Agreement or any of the other Credit
Documents, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Credit Parties of this Credit Agreement or any of the other Credit Documents. 
 
“Maturity Date” means March 31, 2006 (the
“Initial Maturity Date”) or, if the Maturity Date is extended in accordance with Section 2.6, March 31, 2007. 
 
“Minority Interests” means interests owned by Persons (other than a member of the Consolidated Group) in a Subsidiary of
the Borrower in which less than 100% of the Capital Stock is owned by the members of the Consolidated Group. 
 
“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company
in the business of rating securities. 
 
“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA. 
 
“Multiple Employer Plan” means a Plan covered by Title IV of ERISA (other than a Multiemployer Plan) in which a member of
the Consolidated Group or any ERISA Affiliate and at least one employer other than a member of the Consolidated Group or any ERISA Affiliate are contributing sponsors. 
 

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“Net Cash Proceeds” means the gross cash proceeds received from an Equity
Issuance net of actual transaction costs paid or payable to third parties. 
 
“Net Operating Income” or “NOI” means, for any Property, subject to Section 1.4, for any period, and calculated on a cash basis, (a) the gross rental income of such
Property during such period, minus (b) the aggregate amount of all actual operating expenses (excluding Capital Expenditures) for such Property during such period, minus (c) imputed Capital Expenditures in an amount equal to the
greater of (i) the product of (A) the net rentable square footage of such Property for such period multiplied by (B) $0.10 and (ii) the aggregate amount of all Capital Expenditures for such Property during such period. 
 
In the event (a) the Borrower has, within the two calendar
quarters preceding the date of calculation, completed the build-out of additional in-line shop space or pad space on any Property, (b) such additional space has been leased to tenants who have commenced paying rent, are in occupancy and have opened
for business in such space, and (c) the Administrative Agent determines that, as a result of the leasing of such additional space, annual Net Operating Income for such Property will increase by at least $250,000 for the following year, then Net
Operating Income for such Property shall be calculated based upon the operating statement for such Property covering the most recently completed calendar quarter, subject to such adjustments as the Administrative Agent deems appropriate in its sole
discretion to accurately reflect anticipated annualized operating results. In addition, the Administrative Agent may, in its sole discretion, reduce the Net Operating Income for any Property by the amount of rents attributable to any leases (i)
which are in default or which have terminated or are otherwise no longer in effect, or (ii) which are otherwise unacceptable to the Administrative Agent in its sole discretion. 
 
“New Lender” has the meaning set forth in Section 2.5(c). 
 
“Note” or “Notes” means the
Revolving Loan Notes, the Competitive Bid Loan Notes and the Swing Line Loan Note, individually or collectively, as appropriate. 
 
“Notice of Borrowing” means a request by the Borrower for a Revolving Loan, in the form of Exhibit 2.1(b).

 
“Notice of
Continuation/Conversion” means a request by the Borrower to continue an existing LIBOR Loan to a new Interest Period or to convert a LIBOR Loan to a Base Rate Loan or to convert a Base Rate Loan to a LIBOR Loan, in the form of Exhibit
2.1(e). 
 
“Notice of Swing Line
Loan” means a request by the Borrower for a Swing Line Loan in substantially the form of Exhibit 2.3(b). 
 
“Obligations” means, without duplication, all of the obligations of the Credit Parties to the Lenders, the Issuing
Lender, the Swing Line Lender and the Administrative Agent, 

 

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whenever arising, under this Credit Agreement, the Notes, or any of the other Credit Documents to which a Credit Party is a party.

 
“Other Taxes” has the meaning
set forth in Section 3.13(b). 
 
“Original
Agreement” has the meaning set forth in the recitals hereto. 
 
“Participation Interest” means the Extension of Credit by a Lender by way of a purchase of a participation in any Loans as provided in Section 3.8, in any Letters of Credit or unreimbursed drawings
thereunder as provided in Section 2.2 or in any Swing Line Loan as provided in Section 2.3. 
 
“Participation Purchaser” shall have the meaning assigned to such term in Section 11.3(d). 
 
“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any
successor thereto. 
 
“Person”
means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust, REIT or other enterprise (whether or not incorporated), or any Governmental Authority. 
 
“Plan” means any employee benefit plan (as
defined in Section 3(3) of ERISA) which is subject to ERISA and with respect to which a member of the Consolidated Group or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an
“employer” within the meaning of Section 3(5) of ERISA. 
 
“Pledge Agreement” means that certain Amended and Restated Pledge and Security Agreement, dated as of the Closing Date, executed by the Borrower in favor of the Administrative Agent, for the benefit of the
Lenders. 
 
“Prime Rate” means the
per annum rate of interest publicly announced from time to time by the Administrative Agent as its “prime rate”. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the
Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a rate set by the Administrative Agent based upon various factors, including Bank of America’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. Any change in such 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. 
 
“Properties” means all real properties owned by the Combined Parties. 
 

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“Pro
Rata Share” means, with respect to each Lender, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender to make Revolving Loans and the
denominator of which is the Revolving Committed Amount; provided that if the Commitments have been terminated pursuant to Section 9.2 or otherwise, then the Pro Rata Share of each Lender shall be determined based on its percentage interest in all
outstanding Loans and LOC Obligations. The Pro Rata Share of a Lender may be modified in connection with an increase in the Revolving Committed Amount in accordance with Section 2.5 or as a result of an assignment in accordance with Section 11.3.

 
“Register” has the meaning set
forth in Section 11.3(c). 
 
“Regulation A,
D, O, T, U or X” means Regulation A, D, O, T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof. 
 
“REIT” means a real estate investment trust
as defined in Sections 856-860 of the Code. 
 
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation or by the PBGC. 
 
“Required Lenders” means the Lenders whose
aggregate Credit Exposure constitutes more than 66-2/3 % of the Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the
determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. 
 
“Requirement of Law” means, as to any Person, the articles or certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or to which any of its material property is subject. 
 
“Reverse 1031 Exchange Properties” means any Property that satisfies the following conditions: (a) such Property is owned by an EAT, (b) a Credit Party or Down-REIT leases such Property, benefits from all revenues
generated by such Property, and takes all risks associated with such Property and (c) a Credit Party or Down-REIT holds a note from the legal owner of such Property equal to the value of such EAT’s interest in the Property and has a mortgage or
deed of trust encumbering such Property which permits foreclosure and the transfer of such Property to a Credit Party and/or a pledge of the entire equity interest in the EAT which permits foreclosure and the transfer of such equity interest to a
Credit Party. 
 

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“Revolving Committed Amount” means THREE HUNDRED MILLION DOLLARS ($300,000,000), as the same may be increased pursuant to Section 2.5 or reduced pursuant to Section 2.1(d). 
 
“Revolving Loans” means the loans made by the
Lenders pursuant to Section 2.1. 
 
“Revolving Loan Note” or “Revolving Loan Notes” means the promissory notes of the Borrower, in the form of Exhibit 2.1(g), in favor of each Lender evidencing the Revolving Loans, individually
or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time. 
 
“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee
of the business of such division in the business of rating securities. 
 
“Secured Debt” means all Consolidated Indebtedness, subject to Section 1.4, that is secured by a Lien in favor of the creditor holding such Indebtedness; provided that any Indebtedness owed to the
Lenders hereunder shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders. 
 
“Secured Debt Ratio” means, as of any date, the ratio of (a) Secured Debt to (b) Aggregate Adjusted Current Value.

 
“Securities Act” means the
Securities Act of 1933, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder. 
 
“Senior Notes” means the senior notes of the Borrower set forth on Schedule 8.1(e). 
 
“Significant Acquisition” means an
acquisition by any Credit Party of (a) all of the assets or Capital Stock of a Person or (b) a Property or portfolio of Properties, in each case where the purchase price of such assets, Capital Stock, Property or Properties, as determined by the
Borrower and approved by the Administrative Agent, exceeds 15% of “total assets” of the Consolidated Group, as determined in accordance with GAAP, as calculated immediately prior to such acquisition. 
 
“Single Employer Plan” means any Plan which
is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan. 
 
“Solvent” 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 normal 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 assets would
constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is 

 

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engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person and (e) the present fair saleable 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. 
 
“Subsidiary” means, as to any Person, any corporation, partnership, association, joint venture, limited liability company, real estate investment or other trust or other entity more than 50% of whose Voting
Stock (irrespective of whether or not at the time, any such Voting Stock shall have or might have voting power or control by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries.

 
“Surety Instruments” means all
letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments. 
 
“Swing Line Lender” means Bank of America. 
 
“Swing Line Loans” means the loans made by the Swing Line Lender pursuant to Section 2.3.

 
“Swing Line Loan Note” means
the promissory note of the Borrower in favor of the Swing Line Lender evidencing the Swing Line Loans provided pursuant to Section 2.3, as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time
in and as evidenced by the form of Exhibit 2.3(d). 
 
“Swing Line Sublimit” means an amount equal to ten percent (10%) of the then Revolving Committed Amount. The Swing Line Sublimit is part of, and not in addition to, the Revolving Committed Amount. 
 
“Synthetic Lease” means any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

 
“Taxes” has the meaning set
forth in Section 3.13(a). 
 
“Total
Assets” means, as of any date of calculation, without duplication, subject to Section 1.4, the sum of (a) the Aggregate Adjusted Current Value plus (b) all cash and Cash Equivalents of the Consolidated Group plus (c) all cash
Investments as of such date by any member of the Consolidated Group in any Properties currently under development. 
 

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“Unencumbered Properties” means all Properties that are not subject to a Lien other than (a) nonconsensual Liens of the type described in Section 8.2(a)(i) and (ii) and (b) Liens in favor of the Lenders.

 
“Unsecured Debt” means the sum
of all Consolidated Indebtedness, subject to Section 1.4, that was incurred, and continues to be outstanding, without granting a Lien to the creditor holding such Indebtedness; provided that all Consolidated Indebtedness owing to the Lenders
under this Credit Agreement shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders. 
 
“Unsecured Debt Ratio” means, as of any date, the ratio of (a) the sum of the Adjusted Current Values of all Unencumbered
Properties to (b) Unsecured Debt. 
 
“Unsecured Interest Coverage Ratio” means, for any period, the ratio of (a) the aggregate amount of Net Operating Income of all Unencumbered Properties for the twelve month period ending on such date to (b) Unsecured
Interest Expense for the twelve month period ending on such date. 
 
“Unsecured Interest Expense” means, for any period, an amount equal to (a) Consolidated Interest Expense for such period minus (b) Consolidated Interest Expense incurred in connection with Secured Debt for
such period. 
 
“Voting Stock”
means (a) with respect to a corporation, all classes of the Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors and (b) with respect to a partnership, association, joint venture, limited
liability company, real estate investment or other trust or other entity, all Capital Stock of such entity entitled to exercise voting power or management control. 
 
1.2 Computation of Time Periods and Other Definition Provisions. 
 
For purposes of computation of periods of time hereunder, the
word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in this Credit Agreement to “Articles”, “Sections”,
“Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided. 
 
1.3 Accounting Terms/Calculation of Financial Covenants. 
 
Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All
financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrower that GAAP has not changed since the most recent financial statements delivered by the Borrower to the Lenders or if GAAP has changed
describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent 

 

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with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first
financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.1(d)); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of
delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 60 days after delivery of such financial
statements (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower
to the Lenders as to which no such objection shall have been made. 
 
1.4 Joint Venture Investments. 
 
(a) With respect to any ownership of a Property by a Combined Party that is not the Borrower or, directly or indirectly, a wholly-owned Subsidiary of the Borrower, Actual Debt Service, Consolidated
Adjusted EBITDA, Consolidated Interest Expense, Consolidated Net Income, Net Operating Income or NOI, Capital Expenditures and Total Assets shall be calculated in accordance with such member of the Consolidated Group’s percentage ownership
interest in such Person. 
 
(b)
Consolidated Indebtedness shall be calculated as follows: (i) if the Indebtedness is recourse to a member of the Consolidated Group, then the greater of (A) the amount of such Indebtedness that is recourse to such member of the Consolidated Group
and (B) the Consolidated Group’s percentage ownership interest in such Indebtedness and (ii) if the Indebtedness is not recourse to a member of the Consolidated Group, then the Consolidated Group’s percentage ownership interest in such
Indebtedness. 
 
1.5 Time.

 
All references to time herein shall be
references to Pacific Standard Time or Pacific Daylight Time, as the case may be, unless specified otherwise. 
 
1.6 Rounding of Financial Covenants. 
 
Any financial ratios required to be maintained by the Borrower pursuant to this Credit 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). 
 
1.7 References to Agreements and Requirement of Laws. 
 
Unless otherwise expressly provided herein: (a) references to organization documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document and
(b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of 

 

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Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement
of Law. 
 
SECTION 2  
 
CREDIT FACILITY 
 
2.1 Revolving Loans. 
 
(a) Revolving Loan Commitment. Subject
to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) to the Borrower, in Dollars, at any time and from
time to time, during the period from and including the Effective Date to but not including the Maturity Date or such earlier date if the Revolving Committed Amount has been terminated as provided herein; provided, however, that (i) the
sum of the aggregate principal amount of Loans outstanding plus the aggregate amount of LOC Obligations outstanding shall not exceed the lesser of (A) the Revolving Committed Amount and (B) Facility Availability, (ii) with respect to each individual
Lender, the Lender’s pro rata share of outstanding Revolving Loans plus such Lender’s pro rata share of outstanding LOC Obligations plus (other than the Swing Line Lender) such Lender’s pro
rata share of Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. 
 
(b) Method of Borrowing for Revolving
Loans. By no later than 9:00 a.m. (i) one Business Day prior to the date of the requested borrowing of Revolving Loans that will be Base Rate Loans or (ii) three Business Days prior to the date of the requested borrowing of Revolving Loans that
will be LIBOR Loans, the Borrower shall telephone the Administrative Agent as well as submit a written Notice of Borrowing in the form of Exhibit 2.1(b) to the Administrative Agent setting forth (A) the amount requested, (B) the date of the
requested Revolving Loan, (C) whether such Revolving Loans shall be Base Rate Loans or LIBOR Loans, (D) with respect to Revolving Loans that will be LIBOR Loans, the Interest Period applicable thereto and (E) certification that the Borrower has
complied in all respects with Section 5.2. If the Borrower shall fail to specify (x) an Interest Period in the case of a LIBOR Loan, then such LIBOR Loan shall be deemed to have an Interest Period of one month or (y) the type of Revolving Loan
requested, then such Revolving Loan shall be deemed to be a Base Rate Loan. 
 
(c) Funding of Revolving Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Pro Rata
Share of the requested Revolving Loans available to the Administrative Agent by 11:00 a.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address or at such other
address as the Administrative Agent may designate in writing. The amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office


 

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of the Administrative Agent, to the extent the amount of such Revolving Loans are made available to the Administrative Agent. 
 
No Lender shall be responsible for the failure or delay by
any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Revolving Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without
any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from
such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount
was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Revolving Loan pursuant
to the Notice of Borrowing and (ii) from a Lender at a per annum rate equal to, if paid within two (2) Business Days of demand, the Federal Funds Rate and thereafter at the Base Rate. 
 
(d) Reduction or Termination of Revolving Committed Amount. Upon at least five
Business Days’ notice, the Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Committed Amount at any time or from time to time; provided that (i) each partial reduction shall be in an
aggregate amount at least equal to $5,000,000 and in integral multiples of $1,000,000 above such amount and (ii) no reduction shall be made which would reduce the Revolving Committed Amount to an amount less than the aggregate amount of outstanding
Loans plus the aggregate amount of outstanding LOC Obligations. Any reduction in (or termination of) the Revolving Committed Amount may not be reinstated except as permitted by Section 2.5. The Administrative Agent shall immediately notify the
Lenders of any reduction in the Revolving Committed Amount. 
 
(e) Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing LIBOR Loans for a
subsequent Interest Period, to convert Base Rate Loans into LIBOR Loans or to convert LIBOR Loans into Base Rate Loans. By no later than 9:00 a.m. (a) one Business Day prior to the date of the requested conversion of a LIBOR Loan to a Base Rate Loan
and (b) three Business Days prior to the date of the requested continuation of a LIBOR Loan or conversion of a Base Rate Loan to a LIBOR Loan, the Borrower shall provide 

 

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telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit
2.1(e), setting forth whether the Borrower wishes to continue or convert such Loans and the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 3.11, LIBOR Loans may only be
continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (ii) LIBOR Loans may not be continued nor may Base Rate Loans be converted into LIBOR Loans during the existence and continuation of a Default or
an Event of Default and (iii) any request to continue a LIBOR Loan that fails to comply with the terms hereof or any failure to request a continuation of a LIBOR Loan at the end of an Interest Period shall be deemed a request to convert such LIBOR
Loan to a Base Rate Loan on the last day of the applicable Interest Period. 
 
(f) Minimum Amounts/Restrictions on Loans. Each request for a borrowing, conversion or continuation shall be subject to the requirements that (i) each LIBOR Loan shall be in a minimum
amount of $1,500,000 and in integral multiples of $100,000 in excess thereof, (ii) each Base Rate Loan shall be in a minimum amount of $250,000 (and integral multiples of $100,000 in excess thereof) or the remaining amount available under the
Revolving Committed Amount and (iii) no more than seven LIBOR Loans shall be outstanding at any one time. For the purposes of this Section 2.1(f), all LIBOR Loans with the same Interest Periods beginning on the same date shall be considered as one
LIBOR Loan, but LIBOR Loans with different Interest Periods, even if they begin on the same date, shall be considered as separate LIBOR Loans. 
 
(g) Revolving Loan Notes. The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory
note of the Borrower to each Lender in substantially the form of Exhibit 2.1(g). 
 
2.2 Letter of Credit Subfacility. 
 
(a) The Letter of Credit Commitment. 
 
(i) Subject to the terms and conditions set forth herein and other terms and conditions that
the Issuing Lender may require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation
of, or detract from any action which may be taken by, any Credit Party under this Credit Agreement), (A) the Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.2, from time to time on any Business Day
during the period from the Effective Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit in Dollars for the account of the Borrower or, subject to the terms of Section 2.2(j), certain Subsidiaries of the Borrower, and
to amend Letters of Credit previously issued by it, in each case in accordance with subsection (b) below and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or, subject to the terms of
Section 2.2(j), certain Subsidiaries of the Borrower; provided, however, that after giving effect to the issuance of any Letter 

 

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of Credit (1) the sum of the aggregate principal amount of outstanding Loans plus the aggregate principal amount of outstanding LOC
Obligations shall not exceed the lesser of (x) Revolving Committed Amount and (y) Facility Availability, (2) with respect to each individual Lender, the Lender’s pro rata share of outstanding Revolving Loans plus (other than the Swing Line
Lender) such Lender’s pro rata share of Swing Line Loans plus such Lender’s pro rata share of outstanding LOC Obligations shall not exceed such Lender’s Commitment and (3) the aggregate principal amount of outstanding LOC Obligations
shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, 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) The Issuing Lender shall not issue or amend 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 the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the Issuing Lender in good faith deems material to it; 
 
(B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance,
unless the Required Lenders have approved such expiry date; 
 
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; 
 
(D) the issuance of such Letter of Credit
would violate one or more policies of the Issuing Lender; or 
 
(E) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by the Issuing Lender), is to be used for a purpose other than as permitted hereunder, or is denominated
in a currency other than Dollars. 
 

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(iii) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender 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. 
 
(b) Procedures for Issuance and Amendment of 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 Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by the Borrower. The Letter of
Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. at least five Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion)
prior to the proposed issuance date or date of amendment, as applicable. 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 satisfactory to the Issuing Lender:
(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 and (G) such other matters as the Issuing Lender may reasonably 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 satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof
(which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably require. 
 
(ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender 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, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by
the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested
date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. 
 
(iii) 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 Issuing Lender will also deliver to the Borrower and the 

 

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Administrative Agent a true and complete copy of such Letter of Credit or amendment. 
 
(c) Participations. 
 
(i) On the Effective Date, each Lender shall
be deemed to have purchased without recourse a risk participation from the Issuing Lender in each Existing Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Pro Rata
Share of the obligations under such Existing Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Pro
Rata Share of the obligations arising under such Existing Letter of Credit. 
 
(ii) Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk
participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Pro Rata Share of the obligations under such Letter of Credit, and
shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Pro Rata Share of the obligations arising under such Letter of Credit.

 
(d) Reimbursement.

 
(i) In the event of any drawing
under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender through the Administrative Agent on the day of drawing under any Letter of Credit either
with the proceeds of a Revolving Loan obtained hereunder or otherwise in immediately available funds. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at
a per annum rate equal to the Adjusted Base Rate plus three percent (3%). 
 
(ii) Subsequent to a drawing under any Letter of Credit, unless the Borrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be
deemed to have requested a Revolving Loan at the Adjusted Base Rate in the amount of the drawing as described herein, the proceeds of which will be used to satisfy the reimbursement obligations. On any day on which the Borrower shall be deemed to
have requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of
Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day from all Lenders (without giving effect to


 

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any termination of the Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender’s respective Pro Rata Share and
the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans upon the immediately succeeding Business Day following any such
request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum
amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.2 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or
deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any termination of the Commitments. 
 
(iii) In the event that any Mandatory
Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower or any other Credit Party), then each
Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Pro Rata Share in
the outstanding LOC Obligations; provided, that in the event any Lender shall fail to fund its Pro Rata Share of the Revolving Loan on the day the Mandatory Borrowing would otherwise have occurred, then (A) the amount of such Lender’s
unfunded participation interest therein shall bear interest payable to the Issuing Lender upon demand, at a per annum rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at the Base Rate and (B) such
Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Issuing Lender in the amount of the participation in LOC Obligations that such Lender failed
to purchase pursuant to this Section 2.2(d) until such amount has been purchased. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of
the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation
and in the interest thereon and shall have a claim against the Borrower and the other Credit Parties with respect thereto. Any payment by the Lenders pursuant to this clause (iii) shall not relieve or otherwise impair the obligations of the Borrower
or any Credit Party to reimburse the Issuing Lender under a Letter of Credit. 
 
(e) Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Lender for each drawing under each Letter of Credit shall be absolute, 

 

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unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances,
including the following: 
 
(i)
any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, or any other agreement or instrument relating thereto; 
 
(ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower 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), the Issuing Lender or any other Person, whether in connection with this Credit 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) any payment by the
Issuing Lender under such Letter of Credit to the beneficiary thereof 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 the Issuing Lender 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 the Bankruptcy Code or any similar debtor relief laws; or 
 
(v) 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. 
 
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 Issuing Lender. The Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender
and its correspondents unless such notice is given as aforesaid. 
 
(f) Role of Issuing Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the 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 Issuing Lender, any Agent-Related Person 

 

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nor any of the respective correspondents, participants or assignees of the Issuing Lender 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 Letter of Credit Application. 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 Issuing Lender, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses
(i) through (v) of Section 2.2(e). In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation and the Issuing Lender 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. 
 
(g) Cash Collateral. Unless otherwise permitted by all of the Lenders, subsequent to the earlier of (a) the termination of the Commitments, (b) the Letter of Credit Expiration Date or (c) the Maturity Date, if any Letter of
Credit for any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then aggregate principal amount of all LOC Obligations (in an amount equal to such aggregate principal amount determined
as of the Letter of Credit Expiration Date). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all
proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. 
 
(h) Applicability of ISP98. Unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter
of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the “International Standby Practices 1998” published by the Institute of International Banking Requirement of Law & Practice
(or such later version thereof as may be in effect at the time of issuance) (the “ISP”). 
 
(i) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms
of any Letter of Credit Application, the terms hereof shall control. 
 
(j) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Credit Agreement, a Letter of Credit may be issued for the account of a Subsidiary
of the Borrower; provided that the Borrower shall be the 

 

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applicant for all purposes of this Credit Agreement for such Letter of Credit and such issuance shall not affect the Borrower’s
reimbursement obligations hereunder with respect to such Letter of Credit. 
 
(k) Indemnification of Issuing Lender. 
 
(i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby agree to protect,
indemnify, pay and hold the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender may incur or be subject
to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”). 
 
(ii) As between the Credit Parties and the Issuing Lender, the Credit Parties shall assume all risks of the acts,
omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of a Letter
of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not
they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (G) any
consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

 
(iii) In furtherance and
extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith,
shall not put the Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender
against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the 

 

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Credit Parties, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or
future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control
of the Issuing Lender. 
 
(iv)
Nothing in this subsection (k) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.2. The obligations of the Borrower under this subsection (k) shall survive the termination of this Credit Agreement. No act
or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Credit Agreement. 
 
(v) Notwithstanding anything to the contrary
contained in this subsection (k), the Credit Parties shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender.
Nothing in this Credit Agreement shall relieve the Issuing Lender of any liability to the Credit Parties in respect of any action taken by the Issuing Lender which action constitutes gross negligence or willful misconduct of the Issuing Lender or a
violation of the ISP or Uniform Commercial Code (as applicable). 
 
(l) Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of
Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time. 
 
2.3 Swing Line Loans Subfacility. 
 
(a) Swing Line Loans. Subject to the
terms and conditions set forth herein, the Swing Line Lender agrees to make loans to the Borrower in Dollars at any time and from time to time during the period from and including the Effective Date to but not including the Maturity Date or such
earlier date if the Revolving Committed Amount has been terminated as provided herein (each, a “Swing Line Loan” and collectively the “Swing Line Loans”); provided, however, that (i) the aggregate
principal amount of Swing Line Loans outstanding at any one time shall not exceed the Swing Line Sublimit and (ii) the sum of the aggregate amount of Loans outstanding plus the aggregate amount of LOC Obligations outstanding shall not exceed the
lesser of (A) the Revolving Committed Amount and (B) Facility Availability. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans. 
 
(b) Method of Borrowing and Funding Swing Line Loans. By no later than 11:00 a.m. on
the date of the requested borrowing of Swing Line Loans, the Borrower shall telephone the Swing Line Lender as well as submit a Notice of Swing Line Loan to the 

 

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Swing Line Lender in the form of Exhibit 2.3(b) setting forth (i) the amount of the requested Swing Line Loan (which shall be in the
minimum amount of $250,000 and in integral multiples of $100,000 in excess thereof), (ii) the date of the requested Swing Line Loan (which must be a Business Day) and (iii) certification that the Borrower has complied in all respects with Section
5.2. The amount of the requested Swing Line Loan will be made available to the Borrower by crediting the account of the Borrower on the books of such office of the Administrative Agent on the date of the proper request of the Swing Line Loan.

 
(c) Repayment and
Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans within the earlier of three Business Days of the borrowing thereof or one Business Day after demand therefor by the Swing Line Lender. Each repayment of a
Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a
request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(e) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each other Lender shall irrevocably and
unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Pro Rata Share thereof, by directly purchasing a
participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the
Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the address provided in Section 11.1, or at such other address as the Swing Line Lender
may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Lender, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together
with accrued interest thereon for each day from the date of demand thereof, at a per annum rate equal to, if paid within two Business Days of demand, the Federal Funds Rate and thereafter at the Base Rate. If such Lender does not pay such amount
forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid
participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of
principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Lender failed to purchase pursuant to this Section
2.3(c) until such amount has been purchased (as a result of such assignment or otherwise). 
 
(d) Swing Line Loan Note. The Swing Line Loans made by the Swing Line Lender shall be evidenced by a duly executed
promissory note of the Borrower to the Swing Line Lender in substantially the form of Exhibit 2.3(d). 
 

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2.4
Competitive Bid Loans Subfacility. 
 
(a) Competitive Bid Loans. Subject to the terms and conditions set forth herein, the Borrower may, from time to time, during the period from the Effective Date to the Maturity Date, request in Dollars and each Lender may, in
its sole discretion, agree to make Competitive Bid Loans to the Borrower; provided, however, that (i) the sum of the aggregate amount of Loans outstanding plus the aggregate amount of LOC Obligations outstanding shall not exceed the
lesser of (A) Revolving Committed Amount and (B) Facility Availability, (ii) the aggregate amount of Competitive Bid Loans outstanding shall not exceed $150 million and (iii) if a Lender does make a Competitive Bid Loan it shall not reduce such
Lender’s obligation to make its Pro Rata Share of any Revolving Loan. 
 
(b) Competitive Bid Requests. If the Borrower’s Debt Rating from S&P is BBB- or better and the Borrower’s Debt Rating from Moody’s is Baa3 or better, the Borrower may solicit
Competitive Bids by delivery of a Competitive Bid Request, together with the Competitive Bid Fee, to the Administrative Agent not later than 9:00 a.m. (i) one Business Day prior to the requested borrowing of Competitive Bid Loans that will be
Absolute Rate Bid Loans and (ii) four Business Days prior to the requested borrowing of Competitive Bid Loans that will be Eurodollar Margin Bid Loans. A Competitive Bid Request must be substantially in the form of Exhibit 2.4(b) and shall
specify (A) the date of the requested Competitive Bid Loan (which shall be a Business Day), (B) the amount of the requested Competitive Bid Loan (which shall be not less than $2,000,000 and integral multiples of $100,000 in excess thereof), (C)
whether such Competitive Bid Loans requested shall be Absolute Rate Bid Loans or Eurodollar Margin Bid Loans, (D) the applicable Interest Period or Interest Periods requested and (E) certification that the Borrower has complied in all respects with
Section 5.2. The Borrower may not request a Competitive Bid (x) for more than two different Interest Periods per Competitive Bid Request, (y) more frequently than once every five Business Days or (z) for more than one type of Competitive Bid Loan
(e.g. the request must be for either Absolute Rate Bid Loans or Eurodollar Margin Bid Loans). 
 
(c) Competitive Bid Procedure. The Administrative Agent shall notify the Lenders of its receipt of a Competitive
Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each
Competitive Bid must be received by the Administrative Agent not earlier than 8:30 a.m. and not later than 9:00 a.m. (i) on the proposed date of the requested Competitive Bid Loan to consist of Absolute Rate Bid Loans and (ii) three Business Days
prior to the proposed date of the requested Competitive Bid Loans to consist of Eurodollar Margin Bid Loans; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it
shall notify the Borrower of its Competitive Bid and the terms thereof not later than 8:00 a.m. on the day specified for submitting Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit
multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must 

 

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specify (A) the particular Competitive Bid Request as to which the Competitive Bid is submitted and the proposed date of such Competitive Bid
Loan, (B) the principal amount (which shall be not less than $2,000,000 and integral multiples of $100,000 in excess thereof or greater than the amount of Competitive Bid Loans requested) of the requested Competitive Bid Loan or Loans as to which
the Lender is willing to make, (C) if the proposed Competitive Bid Loans are to consist of Absolute Rate Loans, the Absolute Rate offered and the Interest Period applicable thereto and (D) if the proposed Competitive Bid Loans are to consist of
Eurodollar Margin Bid Loans, the Eurodollar Bid Margin offered and the Interest Period applicable thereto. Subject to Sections 3.11, 3.12 and 5.2, a Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable.
Any Competitive Bid shall be disregarded if it (1) is received after the applicable time specified above, (2) is not substantially in the form of a Competitive Bid as specified herein, (3) contains qualifying, conditional or similar language, (4)
proposes terms other than or in addition to those set forth in the applicable Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a
corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the
manifest error. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. 
 
(d) Notice to Borrower of Competitive Bids. Not later than 10:00 a.m. (i) on the
requested date of any proposed Competitive Bid Loans that are to consist of Absolute Rate Loans or (ii) three Business Days prior to the requested date of any Competitive Bid Loans that are to consist of Eurodollar Margin Bid Loans, the
Administrative Agent shall provide the Borrower a copy of all the bids made by the Lenders pursuant to Section 2.4(c). 
 
(e) Acceptance of Competitive Bids. The Borrower may, in its sole discretion, subject only to the provisions of
this clause (e), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the Borrower shall give oral notification of its acceptance of any or all such Competitive Bids (which shall be promptly confirmed in writing) to the
Administrative Agent by 10:30 a.m. (i) on the proposed date of the Competitive Bid Loans that consist of Absolute Rate Loans and (ii) three Business prior to the date of the proposed Competitive Bid Loans that consist of Eurodollar Margin Bid Loans;
provided, however, (A) the failure by the Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (B) to the extent Competitive Bids are for comparable Interest Periods, the
Borrower may accept Competitive Bids only in ascending order of rates, (C) the aggregate amount of Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Borrower shall
accept a bid or bids made at a particular Competitive Bid Rate, but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to be in excess of the amount specified in the Competitive Bid Request, then the
Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the 

 

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Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance
in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid
Loan is in a minimum principal amount of $2,000,000 and integral multiples of $100,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of clause (D) of this clause (e), then in a
minimum principal amount of $500,000 and integral multiples of $100,000 (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a
particular Competitive Bid Rate pursuant to clause (D) of this clause (e), the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of acceptance of a Competitive Bid given
by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what rate), and
each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted. 
 
(f) Funding of Competitive Bid Loans. Each Lender which is to make a Competitive Bid
Loan shall make its Competitive Bid Loan available to the Administrative Agent by noon on the date specified in the Competitive Bid Request by deposit of immediately available funds at the Agency Services Address or at such other address as the
Administrative Agent may designate in writing. The Administrative Agent will, upon receipt, make the proceeds of such Competitive Bid Loans available to the Borrower by crediting the account of the Borrower or the books of such office of the
Administrative Agent. 
 
(g)
Maturity of Competitive Bid Loans. Each Competitive Bid Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto and, in any case, no later than the Maturity Date. 
 
(h) Competitive Bid Loan Notes. The
Competitive Bid Loans made by a Lender shall be evidenced by a duly executed promissory note in the form of Exhibit 2.4(h). 
 
2.5 Increase of Revolving Committed Amount. 
 
From the Effective Date until 90 days prior to the Maturity Date and upon at least 15 days’ prior
written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the right to increase the Revolving Committed Amount; provided that the ability of the
Borrower to effect such increase shall be subject to the following terms and conditions: 
 
(a) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 above the then
existing Revolving Committed Amount; 
 

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(b) the Revolving Committed Amount may not be increased to an amount greater than FOUR HUNDRED MILLION DOLLARS ($400,000,000); 
 
(c) any such increase in the Revolving Committed Amount shall be applied, at the option of the Borrower, to (i) upon one
or more existing Lenders’ written consent, the Commitment(s) of such consenting existing Lender(s); provided that no existing Lender shall be required to increase its Commitment and/or (ii) one or more institutions that is not an existing
Lender (each, a “New Lender”); provided that (A) each New Lender is an Eligible Assignee and (B) each New Lender shall become a Lender hereunder pursuant to the execution and delivery of an appropriate joinder agreement or
counterpart to this Credit Agreement in a manner acceptable to the Borrower and the Administrative Agent; 
 
(d) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount, the Borrower
shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Lender will hold its pro
rata share (based on its Pro Rata Share of the increased Revolving Committed Amount) of outstanding Revolving Loans; 
 
(e) the Borrower shall execute and deliver such Note(s) in favor of any New Lenders as are necessary; 
 
(f) Schedule 1.1(a) hereto shall be
amended to reflect the revised Pro Rata Share and Commitment of each of the Lenders; and 
 
(g) the Borrower shall pay such fees to the Administrative Agent, for the benefit of the Lenders providing such additional
commitments, as determined at the time of such increase. 
 
2.6 Extension of Maturity Date. 
 
No earlier than 90 days prior to the Initial Maturity Date and no later than 60 days prior to the Initial Maturity Date, the Borrower may request a one-time twelve month extension of the Maturity Date to March 31, 2007.
Subsequent to such request from the Borrower, the Maturity Date shall be extended to March 31, 2007 upon satisfaction of the following conditions: (a) no Default or Event of Default shall exist at the time of the request or on the Initial Maturity
Date and (b) the Borrower shall pay to the Lenders on the Initial Maturity Date a fee (to be shared pro rata among the Lenders based upon their Pro Rata Share) equal to the product of (i) .25% multiplied by (ii) the then Revolving Committed Amount.

 

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SECTION 3

 
GENERAL PROVISIONS APPLICABLE TO LOANS
AND LETTERS OF CREDIT 
 
3.1
Interest. 
 
(a)
Interest Rate. All Base Rate Loans and all Swing Line Loans shall accrue interest at the Adjusted Base Rate. Each LIBOR Loan shall accrue interest at the Adjusted LIBOR Rate applicable to such LIBOR Loan. Each Competitive Bid Loan shall
accrue interest at the Competitive Bid Rate applicable to such Competitive Bid Loan. 
 
(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default, the
principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents (including without limitation fees and expenses) shall at the option of the Required Lenders bear
interest, payable on demand, at a per annum rate equal to three percent (3%) plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Base Rate Loans plus three percent (3%) per annum). 
 
(c) Interest Payments. Interest on
Loans shall be due and payable in arrears on each Interest Payment Date.  
 
3.2 Place and Manner of Payments. 
 
All payments of principal, interest, fees, expenses and other amounts to be made by the Borrower under this Credit Agreement shall be made unconditionally and without deduction for any counterclaim,
defense, recoupment or setoff. All such payments shall be received not later than 11:00 a.m. on the date when due, in Dollars and in immediately available funds, by the Administrative Agent at the Agency Services Address (or such other address as
directed by the Administrative Agent) or, if applicable, by the Issuing Lender or the Swing Line Lender at their applicable addresses. Payments received after such time shall be deemed to have been received on the next Business Day. The Borrower
shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent, Issuing Lender or Swing Line Lender, as applicable, the Loans, Letters of Credit, fees or other amounts payable by the Borrower hereunder to
which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 3.7, distribute such payment to the Lenders in
such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute any such payment to the Lenders on the day received if such payment is received prior to 11:00 a.m.; otherwise the Administrative Agent will
distribute such payment to the Lenders, and such payment will be credited to the Borrower, on the immediately succeeding Business Day. If such payment is received by the Administrative Agent and the Administrative Agent fails to distribute such
payment to the Lenders on the appropriate day set forth above, the Administrative Agent will distribute such payment to the Lenders on the immediately succeeding Business Day together with interest at the Federal Funds Rate. Whenever any payment
hereunder shall be stated to be due on a day which is not a Business 

 

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Day, the due date thereof shall be extended to the immediately succeeding Business Day (provided that accrual of interest and fees shall only
be through the end of a calendar month). 
 
3.3
Prepayments. 
 
(a)
Voluntary Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time without premium or penalty; provided, however, that (i) LIBOR Loans and Competitive Bid Loans may only be prepaid on
three Business Days’ prior written notice to the Administrative Agent or the Lender(s) who made such Competitive Bid Loans, as applicable, (ii) any prepayment of LIBOR Loans or Competitive Bid Loans under this Section 3.3(a) will be subject to
Section 3.14 and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof. The application of any prepayment under this Section 3.3(a) shall be subject to
the terms of Section 3.2. 
 
(b)
Mandatory Prepayments. If (i) at any time the aggregate amount of Loans outstanding plus LOC Obligations outstanding exceeds the lesser of (x) the Revolving Committed Amount and (y) Facility Availability, (ii) the aggregate amount of
outstanding LOC Obligations exceeds the Letter of Credit Sublimit or (iii) the aggregate amount of outstanding Swing Line Loans exceeds the Swing Line Sublimit, the Borrower shall immediately make a principal payment or Cash Collateralize LOC
Obligations in a manner and in amount so as to be in compliance with Sections 2.1, 2.2 and 2.3, as applicable (any such prepayment to be applied as set forth in Section 3.3(c) below). 
 
(c) Application of Mandatory Prepayments. All amounts required to be paid pursuant to
Section 3.3(b)(i) shall be applied first to Swing Line Loans, second to Revolving Loans (first to Base Rate Loans and second to LIBOR Loans in direct order of Interest Period maturities), third to Cash Collateralize outstanding
LOC Obligations and fourth to Competitive Bid Loans pro rata among all Lenders holding same (in each case without any permanent reduction in the Revolving Committed Amount). All amounts required to be paid pursuant to Section 3.3(b)(ii) shall
be applied to Cash Collateralize outstanding LOC Obligations. All amounts required to be paid pursuant to Section 3.3(b)(iii) shall be applied to Swing Line Loans. All prepayments under Section 3.3(b) shall be subject to Section 3.14. 
 
3.4 Fees. 
 
(a) Facility Fees. In consideration of
the Revolving Committed Amount being made available by the Lenders hereunder, the Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of each Lender (based on each Lender’s Pro Rata Share and based on the number of days
that each Lender was a Lender during the prior fiscal quarter), a per annum fee equal to the product of (i) the Applicable Percentage for Facility Fees multiplied by (ii) the then Revolving Committed Amount for each day of such fiscal quarter (the
“Facility Fees”). The accrued Facility Fees shall commence to accrue on the Effective Date and shall be due and payable in arrears on the first calendar day of each fiscal quarter of the Borrower (as well as on the Maturity Date),
beginning with the first of such dates to occur after the Effective Date. 
 

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(b) Letter of Credit Fees. 
 
(i) Letter of Credit Fees. In consideration of the issuance of Letters of Credit hereunder, the Borrower agrees to pay to the Issuing Lender, for the pro rata benefit of the Lenders (based on each Lender’s Pro
Rata Share), a per annum fee with respect to each Letter of Credit (the “Letter of Credit Fees”) equal to the Applicable Percentage for Letter of Credit Fees in effect on the date of issuance of such Letter of Credit on the maximum
amount available to be drawn under such Letter of Credit from the date of issuance to the date of expiration. The Letter of Credit Fees shall be computed on a quarterly basis in arrears and shall be due and payable on the first calendar day after
the end of each March, June, September and December (as well as on the Letter of Credit Expiration Date) for the quarter most recently ended, beginning with the first of such dates to occur after the issuance of a Letter of Credit. 
 
(ii) Issuing Lender Fees. In addition
to the Letter of Credit Fees payable pursuant to subsection (i) above, the Borrower shall pay to the Issuing Lender for its own account, without sharing by the other Lenders, (A) a fee with respect to each Letter of Credit equal to the greater of
(x) .125% per annum on the maximum amount available to be drawn under such Letter of Credit and (y) $1,500, such fee to be paid in full on the date of issuance of the Letter of Credit and (B) the customary, reasonable charges from time to time to
the Issuing Lender for its services in connection with the issuance, amendment, payment, transfer, administration, cancellation and conversion of, and drawings under, Letters of Credit (collectively, the “Issuing Lender Fees”). The
Issuing Lender Fees will be payable in full on the date of issuance of the Letter of Credit and annually thereafter. 
 
(c) Administrative Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, an annual fee
as agreed to between the Borrower and the Administrative Agent in the Fee Letter (the “Administrative Fees”). 
 
3.5 Payment in full at Maturity. 
 
On the Maturity Date, the entire outstanding principal balance of all Loans and all LOC Obligations, together with accrued
but unpaid interest, fees and all other sums owing with respect thereto, shall be due and payable in full, unless accelerated sooner pursuant to Section 9.2. 
 
3.6 Computations of Interest and Fees. 
 
(a) All computations of interest and fees hereunder shall be made on the basis of the actual
number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment. 
 

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(b) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby
limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to
prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible
under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions
of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of
value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without
penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Credit Parties or the other payor thereof if and to the extent such amount which would have been excessive exceeds
such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of
such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law. 
 
3.7 Pro Rata
Treatment. 
 
Except to the extent
otherwise provided herein: 
 
(a)
Revolving Loans. Each Revolving Loan borrowing, each payment or prepayment of principal of any Revolving Loan, each payment of interest on any Revolving Loan, each payment of fees (other than the Administrative Fees and the Issuing Lender
Fees), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the Lenders in accordance with the respective Pro
Rata Share of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans and Participation Interests of such Lenders); provided that, if
any Lender shall have failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the Administrative Agent until the
share of such Revolving Loan not funded by such Lender has 

 

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been repaid; provided further, that in the event any amount paid to any Lender pursuant to this Section 3.7 is rescinded or
must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such
payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate,
and thereafter, at the Base Rate plus three percent (3%) per annum. 
 
(b) Letters of Credit. Each payment of unreimbursed drawings in respect of LOC Obligations shall be allocated to each Lender pro rata in accordance with its Pro Rata Share;
provided that, if any Lender shall have failed to pay its applicable pro rata share of any drawing under any Letter of Credit, then any amount to which such Lender would otherwise be entitled pursuant to this subsection (b) shall instead be
payable to the Issuing Lender until the share of such unreimbursed drawing not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Lender pursuant to this subsection (b) is rescinded or
must otherwise be returned by the Issuing Lender, each Lender shall, upon the request of the Issuing Lender, repay to the Administrative Agent for the account of the Issuing Lender the amount so paid to such Lender, with interest for the period
commencing on the date such payment is returned by the Issuing Lender until the date the Issuing Lender receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the
Federal Funds Rate, and thereafter, the Base Rate plus three percent (3%) per annum. 
 
3.8 Sharing of Payments. 
 
The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Loan, any Letter of Credit or any other
obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising
from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit
Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, LOC Obligations and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to
the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase
of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Credit Parties
agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such 

 

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participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation.
Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this
Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a
rate per annum equal to, if paid within two Business Days, the Federal Funds Rate and thereafter at the Base Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which
this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on
such secured claim. 
 
3.9 Capital
Adequacy. 
 
If, after the date thereof,
any Lender determines that the introduction of any law, rule or regulation or other Requirement of Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith,
has or would have the effect of reducing the rate of return on the capital or assets of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts
as will compensate such Lender for such reduction. 
 
3.10 Inability To Determine Interest Rate. 
 
If the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a LIBOR Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining the LIBOR Rate for such LIBOR Loan, or
(c) the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, the Administrative Agent will promptly notify the Borrower and all the Lenders. Thereafter, the obligation of the
Lenders to make or maintain LIBOR Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending Notice of Borrowing or Notice of Continuation/Conversion with respect to
LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of or conversion into a Base Rate Loan in the amount specified therein. 
 
3.11 Illegality. 
 
If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or materially restricts the authority of such 

 

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Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest
rates based upon the LIBOR Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended
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, the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or converted, together with any amounts due with respect
thereto pursuant to Section 3.14. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to
such Lender. 
 
3.12 Requirements of Law.

 
If any Lender determines that as a result
of the introduction of or any change in, or in the interpretation of, any Requirement of Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining
LIBOR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.13 shall govern) and (ii) reserve requirements utilized in the determination of the LIBOR Rate), then from time to time, within 10 days of demand
of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction in yield. 
 
3.13 Taxes. 
 
(a) Any and all payments by a Credit Party to
or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If a Credit Party shall be required by any Requirement of Law to deduct any Taxes
from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all 

 

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required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent and
such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions, (iii) such Credit Party shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, such Credit Party shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a
certified copy of a receipt evidencing payment thereof. 
 
(b) In addition, each Credit Party agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any
Credit Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Credit Document (hereinafter referred to as “Other Taxes”). 
 
(c) If a Credit Party shall be required to
deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, such Credit Party shall also pay to the Administrative Agent (for the account of such Lender) or to
such Lender, at the time interest is paid, such additional amount that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed. 
 
(d) Each Credit Party agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section 3.13(d)) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.13(c) and (iii) any liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. 
 
(e) Each Lender that is a “foreign corporation, partnership or trust” within the meaning of the Code shall
deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Lender by the Credit Parties pursuant to this Credit Agreement) or IRS Form W-8ECI or any successor thereto (relating
to all payments to be made to such Lender by a Credit Party pursuant to this Credit Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Lender is entitled to an exemption from, or reduction of, U.S.
withholding tax. Thereafter and from time to time, each such Lender shall (i) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from 

 

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time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations
to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Lender by the Borrower pursuant
to this Credit Agreement, (ii) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (iii) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any Requirement of Law that the Credit Parties make any deduction or withholding for taxes from amounts payable to
such Lender. If such Lender fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax imposed by Sections 1441
and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Lender, such Lender shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 3.13(e), and costs and expenses (including Attorney Costs) of the
Administrative Agent. The obligation of the Lenders under this Section 3.13(e) shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent. 
 
3.14 Compensation. 
 
Upon the written demand of any Lender, 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 LIBOR Loan or Competitive Bid Loan on a day other than the last day of the Interest Period for such LIBOR Loan or Competitive Bid Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or 
 
(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a LIBOR Loan or Competitive
Bid Loan) to prepay, borrow, continue or convert any LIBOR Loan or Competitive Bid Loan on the date or in the amount previously requested by the Borrower. 
 
The amount each such Lender shall be compensated pursuant to this Section 3.14 shall include (a) any loss incurred by such Lender in connection with the
re-employment of funds prepaid, repaid, not borrowed or paid, as the case may be, and the amount of such loss shall be the excess, if any, of (i) interest or other cost to such Lender of the deposit or other source of funding used to make any such
LIBOR Loan or Competitive Bid Loan over (ii) the interest earned (or to be earned) by such Lender upon the re-lending or other re-employment of the amount of such LIBOR Loan or Competitive Bid Loan for the remainder of its respective Interest Period
plus 

 

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(b) any other loss of anticipated profits and any loss or expense arising from the liquidation or re-employment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained plus (c) $250 plus (d) any reasonable out-of-pocket expenses (including Attorney Costs) incurred and reasonably attributable thereto.

 
For purposes of calculating amounts payable by
the Borrower to the Lenders under this Section 3.14, each Lender may deem that it funded each LIBOR Loan made by it at the LIBOR Rate for such LIBOR Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank
market for a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded. 
 
3.15 Determination and Survival of Provisions. 
 
All determinations by the Administrative Agent or a Lender of amounts owing under Sections 3.9 through 3.14,
inclusive, shall, absent manifest error, be conclusive and binding on the parties hereto. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. Section 3.9 through 3.14,
inclusive, shall survive the termination of this Credit Agreement and the payment of all amounts owing hereunder. 
 
SECTION 4 
 
GUARANTY 
 
4.1 Guaranty of Payment. 
 
Subject to Section 4.7 below, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Lender, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise). This Guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to all Obligations whenever arising. 
 
4.2 Obligations Unconditional. 
 
The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which
might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security
or Collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any Collateral, if any, hereafter securing the Obligations or otherwise and each Guarantor hereby waives the right to require
the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right 

 

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(a) of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Obligations for amounts paid
under this Guaranty or (b) to payment of Indebtedness owing by any other Credit Party to such Guarantor until such time as the Obligations have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or
Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the
Lenders from suing on the Notes or any of the other Credit Documents or foreclosing its security interest in or Lien on any Collateral, if any, securing the Obligations or from exercising any other rights available to it under this Credit Agreement,
the Notes, any other of the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any
Guarantor’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor’s obligations under
this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the
bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this
Guarantee or acceptance of this Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between
the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further
agree to all rights of set-off as set forth in Section 11.2. 
 
4.3 Modifications. 
 
Each Guarantor agrees that (a) all or any part of the Collateral now or hereafter held for the Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lenders shall not have any obligation to
protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Obligations or the properties subject thereto; (c) the time or place of payment of the Obligations may be changed or
extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrower and any other party liable for payment under the Credit Documents may be granted indulgences generally; (e) any
of the provisions of the Notes or any of the other Credit Documents may be modified, amended or waived; (f) any party (including any co-guarantor) liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance
for the credit of the Borrower or any other party liable for the payment of the Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the
Obligations, all without notice to or further assent by such Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release. 
 

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4.4
Waiver of Rights. 
 
Each Guarantor
expressly waives to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrower by the Lenders; (b) presentment and demand for payment or performance of any
of the Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Obligations or with respect to any security therefor; (d) notice of the Lenders obtaining, amending,
substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, discharging or releasing such security interests, liens or
encumbrances, if any; and (e) all other notices to which such Guarantor might otherwise be entitled. 
 
4.5 Reinstatement. 
 
The obligations of the Guarantors under this Section 4 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, reasonable Attorney Costs) 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. 
 
4.6
Remedies. 
 
The Guarantors agree that,
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 (and shall be deemed to have become automatically
due and payable in the circumstances provided in Section 9) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the
Guarantors. The Guarantors acknowledge and agree that their obligations hereunder may be secured in accordance with the terms of the Pledge Agreement and that the Lenders may exercise their remedies thereunder in accordance with such terms.

 
4.7 Limitation of Guaranty.

 
Notwithstanding any provision to the
contrary contained herein or in any of the other Credit Documents: 
 
(a) to the extent the obligations of any Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any 

 

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applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be
limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code); and 
 
(b) with respect to any Guarantor that is a partnership, the obligations of such Guarantor under this Section 4 shall
(except as identified below) only extend to and be binding upon such partnership Guarantor and its assets, and, other than general partners that are a member of the Consolidated Group, shall in no manner extend to or be binding upon the individual
general partners of such Guarantor, whether natural or non-natural Persons. 
 
4.8 Rights of Contribution. 
 
The Credit Parties agree among themselves that, in connection with payments made hereunder, each Credit Party shall have contribution rights against the other Credit Parties as permitted under
applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Credit Parties under the Credit Documents and no Credit Party shall exercise such rights of contribution until all Obligations
have been paid in full and the Commitments terminated. 
 
SECTION 5 
 
CONDITIONS
PRECEDENT 
 
5.1 Closing
Conditions. 
 
The obligation of the
Lenders to enter into this Credit Agreement is subject to satisfaction of the following conditions: 
 
(a) Executed Credit Documents. Receipt by the Administrative Agent of duly executed copies of this Credit
Agreement, the Notes, the Pledge Agreement and all other Credit Documents required to be delivered on or before the Effective Date, each in form and substance reasonably acceptable to the Administrative Agent in its sole discretion. 
 
(b) Authority Documents. 
 
(i) Partnership Documents. With
respect to each Credit Party that is a partnership, receipt by the Administrative Agent of the following: 
 
(A) Authorization. Authorization of the general partner(s) of such Credit Party, as of the Closing Date, approving
and adopting the Credit Documents to be executed by such Credit Party, the transactions contemplated herein and therein and the execution, delivery and performance hereof and thereof, certified by such general partner(s) or a secretary or 


 

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assistant secretary of such general partner(s) to be true, correct and complete as of the Effective Date. 
 
(B) Partnership Agreements. A copy of
the partnership agreement of such Credit Party, together with all amendments thereto, certified by a general partner of such Credit Party or a secretary or assistant secretary of the general partner(s) to be true, correct and complete as of the
Effective Date. 
 
(C)
Certificates of Good Standing or Existence. Certificates of good standing, existence or their equivalent for such Credit Party issued as of a recent date by the appropriate Governmental Authorities of its jurisdiction of organization and each
other state where the failure to qualify or be in good standing would have or would reasonably be expected to have a Material Adverse Effect. 
 
(D) Incumbency. An incumbency certificate of the general partner(s) of such Credit Party, certified by a secretary
or assistant secretary of such general partner to be true and correct as of the Effective Date. 
 
(ii) Corporate Documents. With respect to each Credit Party that is a corporation, receipt by the Administrative
Agent of the following: 
 
(A)
Charter Documents. Copies of the articles or certificate of incorporation or other charter documents of such Credit 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 and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Effective Date. 
 
(B) Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such
Credit Party to be true and correct as of the Effective Date. 
 
(C) Resolutions. Copies of resolutions of the board of directors of such Credit Party, approving and adopting the Credit Documents to which it is a party, the transactions contemplated herein
and therein and authorizing the execution, delivery and performance hereof and thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in full force and effect as of the Effective Date. 
 
(D) Good Standing. (x) Certificates
of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation and each other jurisdiction in which the
failure to so qualify and be in good standing could have a Material Adverse Effect 

 

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and (y) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the
appropriate governmental taxing authorities. 
 
(E) Incumbency. An incumbency certificate of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Effective Date. 
 
(iii) Limited Liability Company
Documents. With respect to each Credit Party that is a limited liability company, receipt by the Administrative Agent of the following: 
 
(A) Certificate of Formation. A copy of the certificate of formation of such Credit Party certified to be true and
complete by the appropriate Governmental Authority of the jurisdiction of its formation and certified by the sole or managing member of such Credit Party to be true and correct as of the Effective Date. 
 
(B) LLC Agreement. A copy of the LLC
Agreement of such Credit Party certified by the sole or managing member of such Credit Party to be true and correct as of the Effective Date. 
 
(C) Resolutions. Copies of resolutions of the members or managing members of such Credit Party, as the case may
be, approving and adopting the Credit Documents to which it is a party, the transactions contemplated herein and therein and authorizing the execution, delivery and performance hereof and thereof, certified by the sole or managing member of such
Credit Party to be true and correct as of the Effective Date. 
 
(D) Good Standing. Certificates of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authorities of the
state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect. 
 
(iv) Trust Documents. With respect to each Credit Party that is a REIT, receipt by the
Administrative Agent of the following: 
 
(A) Declaration of Trust. A copy of the Declaration of Trust of such Credit Party certified to be true and complete by the appropriate Governmental Authority of the jurisdiction of its formation and certified by the trustee of
such Credit Party to be true and correct as of the Effective Date. 
 

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(B) Bylaws. A copy of the Bylaws of such Credit Party certified by the trustee of such Credit Party to be true and complete as of the Effective Date. 
 
(C) Resolutions. Copies of the resolutions of the trustee or Board of Trustees of
such Credit Party, as the case may be, approving and adopting the Credit Documents to which it is a party, the transactions contemplated herein and therein and authorizing the execution, delivery and performance hereof and thereof, certified by the
trustee of such Credit Party to be true, correct and complete as of the Effective Date. 
 
(D) Good Standing. Certificates of good standing, existence or their equivalent with respect to such Credit Party
certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify an be in good standing could have a Material Adverse Effect.

 
(c) Opinion of Counsel.
Receipt by the Administrative Agent of an opinion or opinions of counsel to the Credit Parties (which shall cover, among other things, authority, legality, validity, binding effect and enforceability), in form and substance reasonably satisfactory
to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the Effective Date. 
 
(d) Financial Statements and Projections. Receipt and approval by the Lenders of: (i) the consolidated financial
statements of the Consolidated Group for each of the two years ended December 31, 2000 and 2001, including balance sheets and income and cash flow statements, audited by nationally recognized independent public accountants and containing an
unqualified opinion of such firm that such statements present fairly, in all material respects, the consolidated financial position and results of operations of such Person, and are prepared in conformity with GAAP, (ii) interim consolidated
financial statements of the Consolidated Group for the nine months ended September 30, 2002, including balance sheets and income and cash flow statements, accompanied by a certificate of the chief financial officer of the Borrower to the effect that
such interim financial statements fairly represent in all material respects the financial condition of the Consolidated Group and have been prepared in accordance with GAAP and (iii) financial projections for the Combined Parties and pro forma
financial statements and pro forma compliance with the financial covenants set forth in Section 7.2 of the Consolidated Group (on an annual basis for the years 2003 and 2004). 
 
(e) Material Adverse Effect. There shall not have occurred any event or condition
since September 30, 2002 that has had or would reasonably be expected to have a Material Adverse Effect. 
 

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(f) Litigation. There shall not exist any pending or threatened action, suit, investigation or proceeding against any member of the Consolidated Group that would have or would reasonably be expected to have a Material Adverse
Effect. 
 
(g) Officer’s
Certificates. The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower on behalf of the Credit Parties as of the Effective Date stating that (i) each member of the Consolidated Group and, to the
knowledge of the Credit Parties, each Combined Party is in compliance with all existing material financial obligations and all terms and conditions set forth herein, (ii) no action, suit, investigation or proceeding is pending or threatened in any
court or before any arbitrator or Governmental Authority that purports to affect a member of the Consolidated Group or, to the knowledge of any Credit Party, any Combined Party or any transaction contemplated by the Credit Documents, if such action,
suit, investigation or proceeding would have or would reasonably be expected to have a Material Adverse Effect, (iii) the financial statements and information delivered pursuant to Section 5.1(d) were prepared in good faith and using reasonable
assumptions and (iv) immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein to occur on such date, (A) each of the Credit Parties is Solvent, (B) no Default or
Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) the Credit Parties are in compliance on a pro forma basis with each of the
financial covenants set forth in Section 7.2. 
 
(h) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate completed as of the Effective Date. 
 
(i) Fees and Expenses. Payment by the Credit Parties of all fees and expenses owed by
them to the Lenders and the Administrative Agent, including, without limitation, payment to the Administrative Agent of the fees set forth in the Fee Letter. 
 
(j) Consents and Approvals. All governmental, shareholder, partner, member and third-party consents and approvals
necessary or, in the opinion of the Administrative Agent, desirable in connection with the Loans and the transactions contemplated under the Credit Documents shall have been duly obtained and shall be in full force and effect, and a copy of each
such consent or approval shall have been delivered to the Administrative Agent upon request of the Administrative Agent. 
 
(k) Due Diligence. Completion by the Lenders of all due diligence with respect to (i) the Combined Parties,
including, but not limited to, a review of all existing Indebtedness of the Combined Parties and (ii) all Properties, in each case in scope and content reasonably satisfactory to the Lenders. 
 
(l) Existing Indebtedness. Receipt by
the Administrative Agent of satisfactory evidence of the repayment of all loans and obligations under the Original Agreement and the termination of the commitments and all liens granted thereunder. 
 

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(m) Personal Property. The Administrative Agent shall have received (in form and substance satisfactory to the Administrative Agent): 
 
(i) searches of Uniform Commercial Code filings in each jurisdiction where a filing would need to be made in order to
perfect the Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist with respect to the Collateral; 
 
(ii) duly executed Uniform Commercial Code
financing statements for each appropriate jurisdiction as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and 
 
(iii) such other documentation with respect
to the Collateral as may be required by the Collateral Agent in its sole reasonable discretion in order to perfect and protect the Lenders’ security interest in the Collateral. 
 
(n) Other. Receipt by the Lenders of such other documents, instruments, agreements or
information as reasonably and timely requested by any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts,
debt agreements, property ownership and contingent liabilities of the Combined Parties. 
 
5.2 Conditions to All Extensions of Credit. 
 
In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make Loans nor shall the Issuing
Lender be required to issue or extend a Letter of Credit unless: 
 
(a) Delivery of Notice. The Borrower shall have delivered (i) in the case of a Revolving Loan, a Notice of Borrowing, duly executed and completed, by the time specified in Section 2.1, (ii) in
the case of any Letter of Credit, the Issuing Lender shall have received a Letter of Credit Application, duly executed and completed, by the time specified in Section 2.2, (iii) in the case of a Swing Line Loan, a Notice of Swing Line Loan, executed
and completed, by the time specified in Section 2.3 and (iv) in the case of a Competitive Bid Loan, a Competitive Bid Loan Request, duly executed and completed, by the time specified in Section 2.4. 
 
(b) Representations and Warranties.
The representations and warranties made by any Credit Party in any Credit Document are true and correct in all material respects at and as if made as of such date, except to the extent they expressly relate to an earlier date. 
 
(c) No Default. No Default or Event of
Default shall exist or be continuing either prior to or after giving effect thereto. 
 
(d) Availability. Immediately after giving effect to the making of the requested Loan (and the application of the
proceeds thereof), or the issuance of the requested Letter of 

 

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Credit, as the case may be, (i) the sum of the aggregate principal amount of Loans outstanding plus LOC Obligations outstanding shall not
exceed the lesser of (A) the Revolving Committed Amount and (B) Facility Availability as of such date, (ii) the aggregate amount of LOC Obligations outstanding shall not exceed the Letter of Credit Sublimit and (iii) the aggregate amount of Swing
Line Loans outstanding shall not exceed the Swing Line Sublimit. 
 
The delivery of each Notice of Borrowing, Notice of Swing Line Loan, Competitive Bid Loan Request or request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower of the
correctness of the matters specified in subsections (b), (c) and (d) above. 
 
SECTION 6  
 
REPRESENTATIONS AND WARRANTIES 
 
The Credit Parties hereby represent to the Administrative Agent and each Lender that: 
 
6.1 Organization and Good Standing. 
 
Each Credit Party (a) is either a partnership, a corporation or a limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified and in good standing as a foreign organization and authorized to do business in every other jurisdiction unless the failure to be so
qualified, in good standing or authorized would not have or would not reasonably be expected to have a Material Adverse Effect and (c) has the power and authority to own its properties and to carry on its business as now conducted and as currently
proposed to be conducted. 
 
6.2 Due
Authorization. 
 
Each Credit Party (a)
has the power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to incur the obligations herein and therein provided for and (b) has duly taken all necessary action to
authorize, and is duly authorized, to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party. 
 
6.3 Enforceable Obligations. 
 
This Credit Agreement and the other Credit Documents have been duly executed and delivered by each Credit Party and constitute legal,
valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally
or by general equitable principles. 
 

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6.4 No
Conflicts. 
 
Neither the execution and
delivery of the Credit Documents, nor the consummation of the transactions contemplated herein and therein, nor the performance of or compliance with the terms and provisions hereof and thereof by a Credit Party will (a) violate, contravene or
conflict with any provision of its organizational documents, (b) violate, contravene or conflict with any Requirement of Law (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree, license or permit
applicable to it, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by
which it or its properties may be bound, or (d) result in or require the creation of any Lien upon or with respect to its assets. 
 
6.5 Consents. 
 
Except for (a) consents, approvals and authorizations which have been obtained and (b) consents from the mortgagees of the Properties set
forth on Schedule 6.5, no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, equity owner or third party in respect of any Credit Party is required in connection with the
execution, delivery or performance of this Credit Agreement or any of the other Credit Documents, or the consummation of any transaction contemplated herein or therein. 
 
6.6 Financial Condition. 
 
The financial statements delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(d) and
Sections 7.1(a) and (b): (a) have been prepared in accordance with GAAP, (b) present fairly the consolidated financial condition, results of operations and cash flows of the Consolidated Group as of such date and for such periods and (c) show all
material indebtedness and other liabilities, direct or contingent, of the Consolidated Group. Since September 30, 2002, there has been no sale, transfer or other disposition by any member of the Consolidated Group of any material part of the
business or property of the Consolidated Group, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial
condition of the Consolidated Group, taken as a whole, in each case, which is not (i) reflected in the most recent financial statements delivered to the Lenders pursuant to Section 5.1(d) and Section 7.1 or in the notes thereto or (ii) otherwise
permitted by the terms of this Credit Agreement and communicated to the Administrative Agent and the Lenders. 
 
6.7 No Material Change. 
 
Since September 30, 2002, there has been no development or event relating to or affecting any member of the Consolidated Group or, to the
knowledge of any Credit Party, any Combined Party which has had or would be reasonably expected to have a Material Adverse Effect. 
 

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6.8
Disclosure. 
 
Neither this Credit
Agreement, nor any financial statements delivered to the Administrative Agent or the Lenders nor any other document, certificate or statement furnished to the Administrative Agent or the Lenders by or on behalf of any Credit Party in connection with
the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading in light of the circumstances in which made.

 
6.9 No Default. 
 
No member of the Consolidated Group nor, to the knowledge of
any Credit Party, any Combined Party is in default in any material respect under any material contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its
properties is bound. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents. 
 
6.10 Litigation. 
 
There are no actions, suits or legal, equitable, arbitration
or administrative proceedings, pending or, to the knowledge of any Credit Party, threatened against, a Combined Party or with respect to its properties or revenues which (a) purport to affect or pertain to this Credit Agreement or the other Credit
Documents or the transactions contemplated herein and therein or (b) would have or would reasonably be expected to have a Material Adverse Effect. 
 
6.11 Taxes. 
 
Each member of the Consolidated Group and, to the knowledge of the Credit Parties, each Combined Party has filed, or caused to be filed,
all tax returns (federal, state, local and foreign) required to be filed and has paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which
adequate reserves are being maintained in accordance with GAAP. No Credit Party is aware of any proposed tax assessments against it or any member of the Consolidated Group or, to the knowledge of any Credit Party, any Combined Party. 
 
6.12 Compliance with Law. 
 
Each member of the Consolidated Group and, to the knowledge
of the Credit Parties, each Combined Party is in compliance with all Requirements of Law (including, without limitation, but subject to Section 6.20, Environmental Laws) and all material orders, writs, injunctions and decrees applicable to it, or to
its properties. 
 

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6.13
Licenses, etc. 
 
Each member of the
Consolidated Group and, to the knowledge of the Credit Parties, each Combined Party has obtained, and hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights
of way, intellectual property rights and other rights, consents and approvals which are necessary for the operation of their respective businesses as presently conducted. 
 
6.14 Ownership of Properties and Collateral; Liens. 
 
Each member of the Consolidated Group and, to the knowledge
of the Credit Parties, each Combined Party has good title in fee simple to all Properties. The Borrower owns the Collateral free and clear of all Liens. No Borrowing Base Property is subject to any Liens other than Liens permitted by Section 8.2.

 
6.15 Insurance. 
 
The assets of the Consolidated Group and, to the knowledge of
the Credit Parties, the assets of the Combined Parties are insured with financially sound and reputable insurance companies that are not Affiliates of the Borrower, 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 members of the Consolidated Group operate and, to the knowledge of the Credit Parties, where the Combined Parties operate. 
 
6.16 Use of Proceeds. 
 
The proceeds of the Loans hereunder will be used solely for
the purposes specified in Section 7.11. No proceeds of the Loans hereunder will be used for the acquisition of another Person unless the board of directors (or other comparable governing body) or stockholders (or other equity owners), as
appropriate, of such Person has approved such acquisition. 
 
6.17 Government Regulation. 
 
(a) No part of the Letters of Credit or proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” within the meaning of
Regulation U, or for the purpose of purchasing or carrying or trading in any securities. No Indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock
within the meaning of Regulation U or any “margin security” within the meaning of Regulation T. “Margin stock” within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of the
Consolidated Group. None of the transactions contemplated by the Credit Documents (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of (i) the Securities Act, (ii) the
Exchange Act or (iii) Regulations T, U or X. 
 

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(b) No member of the Consolidated Group nor, to the knowledge of any Credit Party, any Combined Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act
of 1940, each as amended. In addition, no member of the Consolidated Group is (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by an
“investment company”, or (ii) a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a
“holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended. 
 
(c) No director, executive officer or principal shareholder of a member of the Consolidated Group nor, to the knowledge of
any Credit Party, any Combined Party is a director, executive officer or principal shareholder of any Lender. For the purposes hereof the terms “director,” “executive officer” and “principal shareholder” (when used with
reference to any Lender) have the respective meanings assigned thereto in Regulation O issued by the Board of Governors of the Federal Reserve System. 
 
6.18 No Burdensome Restrictions. 
 
No member of the Consolidated Group nor, to the knowledge of any Credit Party, any Combined Party is a party to any agreement or
instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, would have or would reasonably be expected to have a Material
Adverse Effect. 
 
6.19 Compliance with
ERISA. 
 
Except as would not result in or
be reasonably expected to result in a liability to the Borrower, any other member of the Consolidated Group or an ERISA Affiliate in excess of $2,500,000: 
 
(a) (i) No ERISA Event has occurred, and, to the knowledge of each member of the Consolidated Group and each ERISA
Affiliate, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302
of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to
any such Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of any Credit
Party, nothing has occurred which would prevent, or cause the loss of, such qualification; and (v) no Lien on the assets of the Borrower, any other 

 

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member of the Consolidated Group or any ERISA Affiliate in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account
of any Plan. 
 
(b) The actuarial
present value of all “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan, as of the last annual valuation date (for which an actuarial valuation is available) prior to
the date on which this representation is made or deemed made (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial
valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocated to such accrued liabilities. 
 
(c) No member of the Consolidated Group nor any ERISA Affiliate has incurred, or, to each such party’s knowledge, is
reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. No member of the Consolidated Group nor any
ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date (for which the actuarial valuation is
available) prior to the last annual date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the
meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to each such Person’s knowledge, reasonably expected
to be in reorganization, insolvent, or terminated. No member of the Consolidated Group nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069(a) or 4212(c) of ERISA. 
 
(d) No prohibited transaction (within the
meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility under ERISA has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group to any liability under
Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group has agreed or is required to indemnify any person against any such
liability. There are no pending or, to the knowledge of any Credit Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably expected to have a Material Adverse Effect.

 
(e) No member of the
Consolidated Group has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan that is a welfare plan (as defined in
Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. 
 

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6.20
Environmental Matters. 
 
(a) Except as would not or would not reasonably be expected to result in a liability in excess of $2,500,000: 
 
(i) Each of the Properties and all operations at the Properties are in material compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties or the businesses operated thereon by a member of the Consolidated Group or, to the knowledge of any Credit Party, any Combined Party (the
“Businesses”), and there are no conditions relating to the Businesses or Properties that would be reasonably expected to give rise to liability under any applicable Environmental Laws. 
 
(ii) No member of the Consolidated Group has
received any written notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with
regard to any of the Properties or the Businesses, nor does any member of the Consolidated Group have knowledge that any such notice is being threatened. 
 
(iii) To the knowledge of the Consolidated Group, Hazardous Materials have not been transported or disposed of from the
Properties, or generated, treated, stored or disposed of at, on or under any of the Properties or any other location, in each case by, or on behalf or with the permission of, any Combined Party in a manner that would reasonably be expected to give
rise to liability under any applicable Environmental Law. 
 
(iv) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of any member of the Consolidated Group, threatened, under any Environmental Law to which any
Combined Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with
respect to any member of the Consolidated Group or, to the knowledge of any Credit Party, any Combined Party, the Properties or the Businesses, in any amount reportable under the federal Comprehensive Environmental Response, Compensation and
Liability Act or any analogous state law, except releases in compliance with any Environmental Laws. 
 
(v) To the knowledge of the Consolidated Group, there has been no release or threat of release of Hazardous Materials at
or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of a Combined Party in connection with the Properties or otherwise in connection with the Businesses except in compliance with
Environmental Laws. 
 

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(vi) None of the Properties contains, or to the best knowledge of the Consolidated Group, has previously contained, any Hazardous Materials at, on or under the Properties in amounts or concentrations that, if released, constitute or
constituted a violation of, or could give rise to liability under, Environmental Laws. 
 
(vii) No member of the Consolidated Group nor, to the knowledge of any Credit Party, any Combined Party has assumed any
liability of any Person under any Environmental Law. 
 
(b) Each member of the Consolidated Group and, to the knowledge of the Credit Parties, each Combined Party has adopted procedures that are designed to (i) ensure that each such Person, any of its operations and each of the
Properties owned by such Person remains in compliance with applicable Environmental Laws and (ii) minimize any liabilities or potential liabilities that each such Person, any of its operations and each of the Properties owned by each such Person may
have under applicable Environmental Laws. 
 
6.21 Organization Structure/Subsidiaries. 
 
Set forth on Schedule 6.21 is a complete and accurate list of all Subsidiaries of the Credit Parties and an accurate organization chart of the Combined Parties. No Credit Party has any Subsidiaries or owns an
interest, directly or indirectly, in any Person or joint venture, except as set forth on Schedule 6.21. Schedule 6.21 shall be updated from time to time by the Borrower by giving written notice thereof to the Administrative Agent.

 
6.22 Properties. 
 
As of the Effective Date, set forth on Schedule 6.22
is (a) the name, location and ownership of each Property, (b) the total square footage and net rentable square footage of such Property, (c) actual NOI with respect to each Property for the year ended December 31, 2002, (d) a list of Liens on such
Property, if any, including the mortgage balance and maturity date and (e) an identification of all Unencumbered Properties. 
 
6.23 Solvency. 
 
Each Credit Party, is and, after consummation of the transactions contemplated by this Credit Agreement, will be Solvent. 
 
6.24 Tax Shelter Regulations. 
 
The Borrower does not intend to treat the Loans and/or
Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agent thereof. If the Borrower so notifies the Administrative Agent, the Borrower acknowledges that one or more of the Lenders 

 

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may treat its Loans and/or its interest in Swing Line Loans and/or Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation. 
 
SECTION 7 
 
AFFIRMATIVE COVENANTS 
 
Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans and LOC Obligations,
together with interest and fees and other obligations then due and payable hereunder, have been paid in full and the Commitments and Letters of Credit hereunder shall have terminated: 
 
7.1 Information Covenants. 
 
The Borrower will furnish, or cause to be furnished, to the Administrative Agent and each of the Lenders:

 
(a) Annual Financial
Statements. As soon as available, and in any event within 90 days after the close of each fiscal year of the Consolidated Group, a consolidated balance sheet and income statement of the Consolidated Group as of the end of such fiscal year,
together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal year, all such financial information described
above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial
statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any manner. 
 
(b) Quarterly Financial Statements. As
soon as available, and in any event within 45 days after the close of the first three fiscal quarters of the Consolidated Group, (i) a consolidated balance sheet and income statement of the Consolidated Group, as of the end of such fiscal quarter,
together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal quarter in each case setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year
all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer of the Borrower to the effect that such
quarterly financial statements fairly present in all material respects the financial condition of the Consolidated Group and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments
and (ii) a quarterly operating statement for each Property. 
 

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(c) Officer’s Certificate. At the time of delivery of the financial statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate of the chief financial officer of the Borrower, substantially in the form of
Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such fiscal period and demonstrating compliance with Sections 8.6 and 8.7, and (ii) stating that
no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto. 
 
(d) Borrowing Base Certificate. (i) At
the time of the delivery of the financial statements provided for in Sections 7.1(a) and (b), (ii) in accordance with the requirements of Sections 8.5 and 8.6, (iii) at any time the Borrower wishes to add or remove a Borrowing Base Property in
accordance with the definition of Borrowing Base, (iv) at any time any Borrowing Base Property fails to qualify as a Borrowing Base Property or is required to be excluded from the definition of Borrowing Base and (v) at any time, and from time to
time, at the request of the Administrative Agent or the Required Lenders, the Borrower shall deliver a Borrowing Base Certificate, setting forth the Borrowing Base and Facility Availability as of such date, together with such supporting data as is
required to be attached thereto or as otherwise requested by the Administrative Agent or the Required Lenders. 
 
(e) Annual Information and Projections. Within 60 days after the end of each fiscal year of the Consolidated Group,
projected financial statements (including projected consolidated balance sheets and income and cash flow projections) for the Consolidated Group on a GAAP basis for the next succeeding two fiscal year periods. 
 
(f) Auditor’s Reports. Promptly
upon receipt thereof, a copy of any “management letter” submitted by independent accountants to any member of the Consolidated Group in connection with any annual, interim or special audit of the books of such member of the Consolidated
Group. 
 
(g) Reports.
Promptly upon transmission or receipt thereof, (i) copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements,
notices and reports as any member of the Consolidated Group shall send to its equityholders generally, (ii) copies of all income tax returns filed by a member of the Consolidated Group as may be requested by the Administrative Agent and (iii) upon
the written request of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational
Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters. 
 
(h) Notices. Upon a Credit Party
obtaining knowledge thereof, such Credit Party will give written notice to the Administrative Agent immediately of: (i) the occurrence of an event or condition constituting a Default or Event of Default, stating that such notice is a “notice of
default” and specifying the nature and existence thereof and what action the 

 

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Credit Parties propose to take with respect thereto, (ii) the adoption by any member of the Consolidated Group of any material change in
accounting or financial reporting policies, (iii) any change in or termination of a Debt Rating or any new Debt Rating, and (iv) the occurrence of any of the following with respect to any member of the Consolidated Group (A) the pendency or
commencement of any litigation, arbitral or governmental proceeding against any Combined Party which if adversely determined would have or would reasonably be expected to have (1) damages in the amount of $200,000 or more or (2) a Material Adverse
Effect or (B) the institution of any proceedings against any Combined Party with respect to, or the receipt of notice by such Person of potential liability or responsibility for, violation or alleged violation of any federal, state or local law,
rule or regulation, including, but not limited to, Environmental Laws. 
 
(i) ERISA. Upon a member of the Consolidated Group or any ERISA Affiliate obtaining knowledge thereof, such member of the Consolidated Group or ERISA Affiliate will give written notice to the
Administrative Agent and each of the Lenders promptly (and in any event within five Business Days) of: (i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event;
(ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA of any withdrawal liability assessed against a member of the Consolidated Group or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in
reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which a member of the Consolidated Group or any ERISA
Affiliate is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that could have a
Material Adverse Effect; in each case, together with a description of any such event or condition or a copy of any such notice and a statement by the chief financial officer of the Borrower briefly setting forth the details regarding such event,
condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by such member of the Consolidated Group or such ERISA Affiliate with respect thereto. Promptly upon request, the Credit Parties shall furnish
the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and
attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA). 

 
(j) Environmental.

 
(i) Subsequent to a notice from
any Governmental Authority that would reasonably cause concern or during the existence of an Event of Default, and upon the written request of the Administrative Agent, the Credit Parties will furnish or cause to be furnished to the Administrative
Agent, at the Credit Parties’ expense, an updated report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the
Administrative Agent as to 

 

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the nature and extent of the presence of any Hazardous Materials on any Property and as to the compliance by the members of the Consolidated
Group and, to the knowledge of the Credit Parties, each Combined Party with Environmental Laws. If the Credit Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the
Administrative Agent may arrange for same, and the Credit Parties hereby grant, shall cause their Subsidiaries to grant and shall use their best efforts to cause any other Combined Parties to grant to the Administrative Agent and its representatives
access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative
Agent pursuant to this provision will be payable by the Credit Parties on demand and added to the Obligations hereunder. 
 
(ii) Each member of the Consolidated Group and, to the knowledge of the Credit Parties, each Combined Party will conduct
and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any Property to the extent necessary to be in compliance with all
Environmental Laws and all other applicable federal, state, and local laws, regulations, rules and policies and with the orders and directives of all Governmental Authorities exercising jurisdiction over such Property to the extent any failure to so
comply would have or would reasonably be expected to have a Material Adverse Effect. 
 
(k) Tax Shelter Regulations. Promptly after the Borrower has notified the Administrative Agent of any intention by
the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or such successor
form. 
 
(l) Other
Information. With reasonable promptness upon any such request, such other information regarding the Properties or regarding the business, assets or financial condition of the Combined Parties as the Administrative Agent or any Lender may
reasonably request, including, without limitation, updating Schedule 6.22. 
 
7.2 Financial Covenants. 
 
(a) Consolidated Tangible Net Worth. Consolidated Tangible Net Worth shall at all times be greater than or equal to
the sum of (i) $728,000,000 plus (ii) 85% of the Minority Interests of the Consolidated Group plus (iii) 85% of the Net Cash Proceeds from all Equity Issuances occurring on and after the Closing Date. 
 
(b) Fixed Charge Coverage Ratio. As of
the last day of each fiscal quarter of the Consolidated Group, the Fixed Charge Coverage Ratio shall be greater than or equal to 1.75 to 1.0. 
 

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(c) Leverage Ratio. Except as set forth below, the Leverage Ratio shall at all times be less than or equal to 0.55 to 1.0. 
 
Notwithstanding the above, if, as a direct result of the consummation by any Credit Party of a Significant Acquisition, the Leverage Ratio
shall exceed .55 to 1.0 but shall be less than or equal to .60 to 1.0, the Borrower may request in writing to the Administrative Agent that the maximum Leverage Ratio increase to .60 to 1.0 for a period not to exceed six months from such request
(the “Temporary Leverage Ratio Period”); provided that (i) the Administrative Agent must consent to such increase in its sole discretion (such consent not to be unreasonably withheld) and (ii) if the Borrower does request the
increase in the maximum Leverage Ratio as set forth above, and the Administrative Agent does so consent, (A) the Borrower must pay the Margin Increase on all outstanding Loans and Letters of Credit and on the Facility Fees during the Temporary
Leverage Ratio Period and (B) during the Temporary Leverage Ratio Period, the Leverage Ratio must at all times be less than or equal to .60 to 1.0. 
 
(d) Unsecured Interest Coverage Ratio. As of the last day of each fiscal quarter of the Consolidated Group, the
Unsecured Interest Coverage Ratio shall be greater than or equal to 2.0 to 1.0. 
 
(e) Secured Debt Ratio. The Secured Debt Ratio shall at all times be less than or equal to .40 to 1.0. 
 
(f) Unsecured Debt Ratio. The Unsecured Debt Ratio shall at all times be greater than or equal to 1.75 to 1.0.

 
7.3 Preservation of Existence.

 
Each of the Credit Parties will, and will
cause each member of the Consolidated Group to, and will use its best efforts to cause any Consolidated Party to, do all things necessary to preserve and keep in full force and effect its existence, rights, franchises, intellectual property and
authority except as permitted by Section 8.4. Without limiting the generality of the foregoing, the Borrower will do all things necessary to maintain its status as a REIT. 
 
7.4 Maintenance of Assets. 
 
Each of the Credit Parties will, and will cause each member of the Consolidated Group to, and will use its
best efforts to cause any Consolidated Party to, maintain and preserve its Properties and all other assets in good repair, working order and condition, normal wear and tear excepted, and will make, or cause to be made, in the Properties and other
assets, from time to time, all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be needed or proper, in accordance with normal industry practice. 
 

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7.5
Insurance. 
 
Each of the Credit
Parties will, and will cause each member of the Consolidated Group to, and will use its best efforts to cause any Consolidated Party to, at all times maintain in full force and effect insurance (including worker’s compensation insurance,
liability insurance, casualty insurance and business interruption insurance) with reputable national companies that are not Affiliates of the Borrower, in such amounts, covering such risks and liabilities and with such deductibles as are in
accordance with normal industry practice. Upon the request of the Administrative Agent, the Credit Parties shall provide copies and evidence of such insurance. 
 
7.6 Performance of Obligations. 
 
Each of the Credit Parties will, and will cause each member of the Consolidated Group to, and will use its best efforts to cause any
Consolidated Party to, perform in all material respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it or its assets may
be bound. 
 
7.7 Compliance with Law.

 
Each of the Credit Parties will, and will
cause each member of the Consolidated Group to, and will use its best efforts to cause any Consolidated Party to, comply in all material respects with all Requirements of Law, and all applicable material restrictions imposed by all Governmental
Authorities, applicable to it or its property (including, without limitation, Environmental Laws and ERISA). 
 
7.8 Payment of Taxes and Other Indebtedness. 
 
Each of the Credit Parties will, and will cause each member of the Consolidated Group to, and will use its
best efforts to cause any Consolidated Party to, pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its assets, before they shall become delinquent,
(b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its assets, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due;
provided, however, that such Credit Party or any Combined Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to
which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) would have a Material Adverse
Effect. 
 
7.9 Books and Records.

 
Each of the Credit Parties will, and will
cause each member of the Consolidated Group to, and will use its best efforts to cause any Consolidated Party to, keep complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP
(including the establishment and maintenance of appropriate reserves). 
 

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7.10
Audits/Inspections. 
 
(a)(i) At all
times prior to an Event of Default, upon reasonable (and in any case, no less than 48 hours’) notice and during normal business hours and (ii) at any time and without notice upon the occurrence and during the continuation of an Event of
Default, (b) subject to the rights of tenants upon such Property, and (c) at the expense of the Credit Parties, each Credit Party will, and will cause its Subsidiaries to, and will use its best efforts to cause any other Combined Party to, permit
representatives appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party’s, Subsidiary’s or other Combined Party’s property,
including, without limitation, the Properties, including its books and records, its accounts receivable and equipment, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to it or to the Lenders, and to discuss all such matters with the officers,
employees and representatives of the Credit Parties, the members of the Consolidated Group and any other Combined Party. 
 
7.11 Use of Proceeds. 
 
The Borrower will use the proceeds of the Loans solely for (a) general working capital in the ordinary course, (b) to fund acquisitions,
development and construction of, and improvements to, Properties, (c) refinancing existing and future Indebtedness, and (d) for other lawful corporate purposes. The Borrower will use the Letters of Credit solely for the purposes set forth in Section
2.2. 
 
7.12 Additional Credit Parties.

 
Prior to adding a Property to the Borrowing
Base, the Borrower shall notify the Administrative Agent and, except with respect to Reverse 1031 Exchange Properties, if the owner of such Property is not already a Credit Party, shall cause such Person to: (a) execute a Joinder Agreement in
substantially the form of Exhibit 7.12 and (b) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the Properties owned by
such Person, including title and environmental reports, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to above) in each case in form and substance acceptable to the Administrative Agent. 
 
7.13 Distributions from Down-REITs. 
 
The Borrower shall, from time to time, upon the request of the Administrative Agent, take all actions that it
is legally entitled to take to cause each Down-REIT that is the owner of a Borrowing Base Property to make a distribution to its equity owners, including the Borrower, of all funds then legally available for distribution. 
 

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SECTION 8

 
NEGATIVE COVENANTS

 
Each Credit Party hereby covenants and
agrees that so long as this Credit Agreement is in effect and until the Loans and LOC Obligations, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and Letters of Credit hereunder shall have
terminated: 
 
8.1 Indebtedness.

 
No Credit Party will, nor will it permit
any member of the Consolidated Group to, contract, create, incur, assume or permit to exist any Indebtedness, except: 
 
(a) Indebtedness arising under this Credit Agreement and the other Credit Documents; 
 
(b) Indebtedness owing from one Credit Party
to another Credit Party; 
 
(c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; 
 
(d) Indebtedness that is secured by Properties (other than Borrowing Base Properties) but that is non-recourse to any
member of the Consolidated Group (other than usual and customary exceptions to nonrecourse exculpations regarding fraud, intentional misrepresentations, misappropriation or willful misapplication of funds, environmental liabilities, breach of
restriction on transfer of ownership and other usual and customary “non-recourse” carveouts required by institutional lenders in secured non-recourse financing); 
 
(e) the Senior Notes and other senior unsecured notes of the Borrower issued under the
Securities Act or pursuant to regulations promulgated thereunder; and 
 
(f) other Indebtedness in an amount not to exceed, in the aggregate, 5% of Aggregate Adjusted Current Value. 
 
8.2 Liens. 
 
No Credit Party will, nor will it permit any Combined Party to, contract, create, incur, assume or permit to
exist: 
 
(a) any Lien with
respect to any Borrowing Base Property, except for the following permissible Liens: 
 

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(i) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to
any such Lien is not yet subject to foreclosure, sale or loss on account thereof); and 
 
(ii) Liens in respect of such Borrowing Base Property imposed by law arising in the ordinary course of business such as
materialmens’, mechanics’, warehousemens’, carriers’, and other nonconsensual statutory Liens which are not yet due and payable or which are being contested in good faith by appropriate proceedings for which adequate reserves
determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof). 
 
(b) any Lien, with respect to the Collateral except for Liens in favor of the Administrative
Agent, for the benefit of the Lenders. 
 
8.3
Nature of Business. 
 
No Credit Party
will, nor will it permit any member of the Consolidated Group to, nor will it, to the extent possible, permit any Combined Party to, alter the character of its business from that of the investment in, and leasing and operation of, retail commercial
real estate. 
 
8.4 Consolidation and
Merger. 
 
Except as set forth below, no
Credit Party will, nor will it permit any member of the Consolidated Group to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). Notwithstanding the foregoing,
(a) any Credit Party may be merged or consolidated with or into another Credit Party, (b) a Person may be merged with or into a Credit Party or (c) any member of the Consolidated Group that is not a Credit Party may merge with or into another Person
that is not a Credit Party; provided that with respect to clauses (a), (b) and (c) above: (i) if the transaction is between the Borrower and another Person, the Borrower shall be the continuing or surviving entity; (ii) if that transaction is
between a Credit Party and a Person that is not a Credit Party, the Credit Party shall be the surviving entity; (iii) the Administrative Agent shall be given 30 days prior written notice of any such action; (iv) the Credit Parties shall execute and
deliver such documents, instruments, certificates and opinions in connection therewith as the Administrative Agent may reasonably request; and (v) at the time of such transaction and after giving effect thereto, (A) the Lenders shall continue to
have a perfected, first priority Lien upon the Collateral and (B) no Default or Event of Default shall exist. 
 
8.5 Sale or Lease of Assets. 
 
No Property may be conveyed, sold, leased, transferred or otherwise disposed of except if, after giving effect thereto, (a) the Credit
Parties are in compliance on a pro forma basis with the financial covenants set forth in Section 7.2 (and upon the request of the Administrative Agent, the Borrower provides reasonable evidence thereof), (b) no Default or Event of Default 

 

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exists and (c) if such Property is a Borrowing Base Property, the Borrower provides the Administrative Agent with an updated Borrowing Base
Certificate reflecting the sale of such Property. The Consolidated Group will not sell, or agree to sell, all or substantially all of their assets. 
 
8.6 Investments. 
 
The Consolidated Group will not have: 
 
(a) Investments in raw land the sum of which exceeds, in the aggregate, 5% of Total Assets (as calculated as of the end of
the most recent fiscal quarter). 
 
(b) Investments in (i) Development Properties, (ii) undeveloped and partially developed Properties and (iii) any Combined Party that is committed to, commencing or continuing construction of any improvements on any undeveloped or
partially developed Property if the sum of the Investments described in clauses (i), (ii) and (iii) above exceeds, in the aggregate, 10% of Total Assets (as calculated as of the end of the most recent fiscal quarter). 
 
(c) Investments in non-real estate assets the
sum of which exceeds, in the aggregate, 10% of Total Assets (as calculated as of the end of the most recent fiscal quarter). 
 
(d) Investments of the type described in clauses (a), (b) and (c) above, if the sum of all such Investments exceeds, in
the aggregate, 20% of Total Assets (as calculated as of the end of the most recent fiscal quarter). 
 
8.7 Restricted Payments. 
 
(a) No Credit Party will, nor will it permit any member of the Consolidated Group to, directly or indirectly, declare or
pay any dividends or make any other distribution upon any of its Capital Stock in any fiscal quarter that exceed, in the aggregate, 95% of the average quarterly Funds From Operations for the immediately preceding four fiscal quarters;
provided that (i) any Subsidiary of a Credit Party may pay dividends or make distributions to its parent and (ii) the Borrower may pay such dividends as is necessary to maintain its status as a REIT. 
 
(b) Other than as may be necessary in
connection with the conversion, exchange, redemption or purchase of operating partnership units or operating limited liability company units, as the case may be, of CT Operating Partnership, L.P. or any Down-REIT, no Credit Party will, nor will it
permit any member of the Consolidated Group to, at any time purchase, redeem or otherwise acquire or retire or make any provisions for the redemption, acquisition or retirement of any of its Capital Stock of any type or class or any warrants or
options to purchase any such Capital Stock in excess of $50,000,000 in the aggregate during the term of this Credit Agreement. 
 

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8.8
Transactions with Affiliates. 
 
No
Credit Party will, nor will it permit any member of the Consolidated Group to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder, Subsidiary, Combined
Party or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director, shareholder, Subsidiary, Combined Party or
Affiliate. 
 
8.9 Fiscal Year; Organizational
Documents. 
 
No Credit Party will, nor
will it permit any member of the Consolidated Group to, (a) change its fiscal year or (b) change its organizational or formation documents in any manner that would have an adverse effect on the rights of the Lenders under the Credit Documents;
provided that (i) the Borrower may take such action, with prior written notice to the Administrative Agent, as is necessary to maintain its status as a REIT and (ii) the Credit Parties will provide prompt written notice of any change made in
compliance with the terms of this Section 8.9. 
 
8.10 No Limitations. 
 
No Credit Party will, nor will it permit any member of the Consolidated Group to, nor will it, to the extent possible, permit any Combined Party to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit
to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a)(i) pay dividends or make any other distribution of any of such Person’s Capital Stock, (ii) pay any Indebtedness owed to
the Borrower or any other Credit Party, (iii) make loans or advances to any Credit Party or (iv) transfer any of its property to any Credit Party, or (b) repay or prepay the Loans and other Obligations or to perform its obligations hereunder and
under the other Credit Documents. 
 
8.11
Other Negative Pledges. 
 
No Credit
Party will, nor will it permit any member of the Consolidated Group to, nor will it, to the extent possible, permit any Combined Party to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or
assumption of any Lien upon its Properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except as provided under the Credit Documents.

 

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SECTION 9

 
EVENTS OF DEFAULT 
 
9.1 Events of Default. 
 
An Event of Default shall exist upon the occurrence of any of
the following specified events (each an “Event of Default”): 
 
(a) Payment. The Credit Parties shall default in the payment (i) when due of any principal amount of any Loans or any reimbursement obligation arising from drawings under Letters of Credit or
(ii) within five days of when due of any interest, fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith. 
 
(b) Representations. Any representation, warranty or statement made or deemed to be made by any Credit Party
herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been
made. 
 
(c) Covenants. Any
Credit Party shall: 
 
(i) default
in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.3, 7.7, 7.10, 7.11 or 8.1 through 8.11 inclusive; provided that if the Credit Parties fail to comply with Section 7.2(c) solely as a result of a
change in the Applicable Cap Rate by the Lenders, a Default or an Event of Default shall not exist unless the Credit Parties also fail to comply with Section 7.2(c) as of the last day of any subsequent fiscal quarter of the Consolidated Group;

 
(ii) default in the due
performance or observance by it of any term, covenant or agreement contained in Section 7.1 and such default shall continue unremedied for a period of five Business Days after the earlier of a Credit Party becoming aware of such default or notice
thereof given by the Administrative Agent; or 
 
(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b) or (c)(i) or (ii) of this Section 9.1) contained in this Credit Agreement and such
default shall continue unremedied for a period of at least 30 days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent. 
 
(d) Other Credit Documents. (i) Any Credit Party shall default in the due performance
or observance of any term, covenant or agreement in any of the other Credit 

 

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Documents and such default shall continue unremedied for a period of at least 30 days after the earlier of a Credit Party becoming aware of
such default or notice thereof given by the Administrative Agent, or (ii) any Credit Document (or any provision of any Credit Document, including Section 4 of this Credit Agreement) shall fail to be in full force and effect or any Credit Party shall
so assert or any Credit Document shall fail to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby. 
 
(e) Bankruptcy, etc. The occurrence of
any of the following with respect to any member of the Consolidated Group (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of any member of the Consolidated Group in an
involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any member of the Consolidated Group
or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against any
member of the Consolidated Group and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) any member of the Consolidated Group shall commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; (iv) any member of the Consolidated Group shall admit in writing its inability to pay its debts
generally as they become due; or (v) any writ or warrant of attachment or execution or similar process shall be issued or levied against all or any material part of the property of any member of the Consolidated Group and is not released, vacated or
fully bonded within 30 days after its issue or levy. 
 
(f) Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) of any member of the Consolidated Group that exceeds, whether individually or in
the aggregate, (1) if such Indebtedness is recourse to a member of the Consolidated Group, $25,000,000 or (2) if such Indebtedness is not recourse to a member of the Consolidated Group, $50,000,000: (i) such member of the Consolidated Group shall
(A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term,
covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or
condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due
prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity 

 

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thereof; or (iii) any such Indebtedness shall mature and remain unpaid provided that, notwithstanding anything to the contrary in this
subsection 9.1(f), a default under the Indebtedness owed to each of the mortgages of the Properties set forth on Schedule 6.5 shall not be deemed an Event of Default hereunder if such default (x) occurs solely as a result of the consummation of the
merger between the Borrower and Center Trust, Inc. and (y) ceases to exist on or before 90 days following the Closing Date. 
 
(g) Judgments. One or more judgments, orders, or decrees shall be entered against any one or more members of the
Consolidated Group (i) involving a liability of $2,500,000 or more, in the aggregate (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) or (ii) that would have or would reasonably be expected to have
a Material Adverse Effect, and such judgments, orders or decrees (A) are the subject of any enforcement proceeding commenced by any creditor or (B) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of
(x) the last day on which such judgment, order or decree becomes final and unappealable or (y) 45 days. 
 
(h) ERISA Events. The occurrence of any of the following events or conditions if such event or occurrence would, or
would reasonably be likely to, result in liability to the Borrower, any other member of the Consolidated Group or any ERISA Affiliate in excess of $2,500,000: (i) any “accumulated funding deficiency,” as such term is defined in Section 302
of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, or any lien shall arise on the assets of a member of the Consolidated Group or any ERISA Affiliate in favor of the PBGC or a Plan; (ii) an ERISA Event
shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur with respect to
a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to, result in (A) the termination of such Plan for purposes of Title IV of ERISA, or (B) a member of the Consolidated Group or
any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such Plan; (iv) any prohibited
transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility under ERISA shall occur which may subject a member of the Consolidated Group to any liability under Sections 406, 409, 502(i),
or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a member of the Consolidated Group has agreed or is required to indemnify any Person against any such liability; or (v) a member of the
Consolidated Group 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 $2,500,000. 
 
(i) Ownership. There shall occur a Change of Control. 
 

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(j) REIT Status. The Borrower does not maintain its REIT status or is no longer deemed to be a REIT. 
 
9.2 Acceleration; Remedies. 
 
Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing
by the Required Lenders (or the Lenders as may be required hereunder), the Administrative Agent may, or, upon the request and direction of the Required Lenders, shall, by written notice to the Borrower, take any of the following actions without
prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for herein: 
 
(a) Termination of Commitments. Declare the Commitments terminated whereupon the
Commitments shall be immediately terminated. 
 
(b) Acceleration. Declare the unpaid principal of and any accrued interest in respect of all Loans, all LOC Obligations and any and all other Obligations of any and every kind owing by a Credit Party to any of the Lenders
hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties. 
 
(c) Cash Collateral. Direct the Credit
Parties to Cash Collateralize (and the Credit Parties agree that upon receipt of such notice, or upon the occurrence of an Event of Default under Section 9.1(e), they will immediately Cash Collateralize) the LOC Obligations in respect of subsequent
drawings under all then outstanding Letters of Credit in an amount equal to the maximum aggregate amount which may be drawn under all Letters of Credits then outstanding. 
 
(d) Sale of Down-REIT Properties. Direct the Borrower to (and the Borrower agrees that
upon receipt of such notice, or upon the occurrence of an Event of Default under Section 9.1(e), the Borrower will) immediately use all legal and available means to: (i) cause the sale of all Borrowing Base Properties owned by Down-REITs that are
not Guarantors and (ii) forward the Net Cash Proceeds from such sales to the Administrative Agent for distribution to the Lenders pursuant to Section 9.3.  
 
(e) Enforcement of Rights. Enforce any and all rights and interests created and
existing under the Credit Documents, including, without limitation, all rights and remedies existing against a Guarantor, all rights of set-off and all rights under the Pledge Agreement and with respect to the Collateral. 
 
Notwithstanding the foregoing, if an Event of Default
specified in Section 9.1(e) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees, all reimbursement obligations under Letters of Credit and any other LOC
Obligations and all other Obligations owing to the Lenders hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly
waived by the Credit Parties. 
 

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Notwithstanding the delegation by the Lenders of certain enforcement powers to the Administrative Agent, each Lender has, to the extent
permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. 
 
9.3 Allocation of Payments After Event of Default.

 
Notwithstanding any other provisions of
this Credit Agreement, upon the occurrence of the acceleration of the Obligations, pursuant to Section 9.2 or otherwise, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the
Credit Documents, or in respect of the Collateral, shall be paid over or delivered as follows: 
 
FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable
Attorney Costs) of the Administrative Agent, the Issuing Lender and the Swing Line Lender in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to
the Collateral pursuant to the Pledge Agreement; 
 
SECOND, to payment of any fees owed to the Administrative Agent, the Issuing Lender or the Swing Line Lender; 
 
THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable
Attorney Costs) of each of the Lenders in connection with enforcing its rights under the Credit Documents; 
 
FOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder; 
 
FIFTH, to the payment of the outstanding
principal amount of the Loans and unreimbursed drawings under Letters of Credit and to Cash Collateralize the remaining outstanding LOC Obligations; 
 
SIXTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant
to clauses “FIRST” through “FIFTH” above; and 
 
SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. 
 
In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next
succeeding category; (b) amounts owing under clauses “FIRST” and “SECOND” above shall be allocated ratably among those owed in proportion to the amounts described therein; (c) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Obligations owed to such Lender bears to the aggregate then outstanding Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH,”
“FIFTH,” and “SIXTH” above and (d) to the extent that any 

 

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amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of
outstanding Letters of Credit, such amounts shall Cash Collateralize such outstanding Letters of Credit and shall be applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then,
following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 9.3. 
 
SECTION 10 
 
AGENCY PROVISIONS 
 
10.1 Appointment.  
 
(a) Each Lender hereby irrevocably appoints,
designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the
Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary or trustee relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Credit Documents 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 
 
(b) The Issuing Lender and the Swing Line
Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it or Swing Line Loans made by it, as applicable, and the documents associated therewith, until such time (and except for so long) as the Administrative Agent
may agree at the request of the Required Lenders to act for the Issuing Lender or the Swing Line Lender with respect thereto; provided, however, that (i) the Issuing Lender shall have all of the benefits and immunities provided to the
Administrative Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of
credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and as additionally provided herein with respect to
the Issuing Lender and (ii) the Swing Line Lender shall have all of the benefits and immunities provided to the Administrative Agent in this Section 10 with respect to any acts taken or omissions suffered by the 

 

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Swing Line Lender in connection with a Swing Line Loan made by it or proposed to be made by it and all documents in connection therewith as
fully as if the term “Administrative Agent” as used in this Section 10 included the Swing Line Lender with respect to such acts or omissions and as additionally provided herein with respect to the Swing Line Lender. 
 
(c) None of the Lenders identified herein as
co-syndication agent or documentation agent shall have any duties or obligations whatsoever under this Credit Agreement or the other Credit Documents. 
 
10.2 Delegation of Duties. 
 
The Administrative Agent may execute any of its duties under this Credit Agreement or any other Credit Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any
agent or attorney-in-fact that it selects with reasonable care. 
 
10.3 Exculpatory Provisions. 
 
No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (except for
its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit
Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this
Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of any Credit Party or any other party to any Credit
Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Credit Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. 
 
10.4 Reliance on Communications. 
 
(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing,
communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party), independent accountants and other experts selected by the Administrative Agent. The Administrative
Agent may deem and treat each Lender as the owner of its 

 

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interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been delivered to the
Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Credit Document in accordance with a request or consent of the Required Lenders or all the Lenders, if
required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants, and their respective successors and assigns. Where this Credit Agreement expressly permits or
prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the
Lenders. 
 
(b) For purposes of
determining compliance with the conditions specified in Section 5.1, unless set forth in writing to the contrary, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender. 
 
10.5 Notice of Default. 
 
The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative
Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be reasonably directed by the Required Lenders in accordance with
Section 9.2; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders. 
 
10.6 Non-Reliance on Administrative Agent and Other Lenders. 
 
Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that
no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by
any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons 

 

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have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial
and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit
Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative
Agent herein, including any updated schedules provided to the Administrative Agent by the Borrower, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 
 
10.7 Indemnification. 
 
Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Credit Party and without limiting the obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities
resulting from such Agent-Related Person’s gross negligence or willful misconduct; it being understood that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 10.7. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by
the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Credit Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Credit Parties.
The undertaking in this Section 10.7 shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent. 
 

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10.8
Administrative Agent in Its Individual Capacity. 
 
Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Credit Parties and their respective Affiliates as though Bank of America were not the Administrative Agent or the Issuing Lender hereunder and without notice to or consent of the Lenders. The Lenders acknowledge
that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Credit Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Credit Party or such
Affiliate) and that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Credit Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent or the Issuing Lender, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity. 
 
10.9 Successor Agent. 
 
The Administrative Agent may, and, either (a) at the request
of the Required Lenders, with good cause, or (b) if the Administrative Agent no longer has any Commitment regarding Revolving Loans, shall, resign as Administrative Agent upon 30 days’ notice to the Lenders; provided that any such resignation
shall also include its resignation as Issuing Lender and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent (such appointment, absent the existence of an Event of Default, to be subject to the consent of the Borrower, which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed). If no
successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from
among the Lenders. Upon the acceptance of its appointment as successor administrative agent, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Issuing Lender and Swing Line
Lender and the terms “Administrative Agent”, “Issuing Lender” and “Swing Line Lender” shall mean such successor administrative agent, issuing lender and swing line lender and the retiring Administrative Agent’s
appointment, powers and duties as Administrative Agent shall be terminated and the power and duties of the retiring Issuing Lender and Swing Line Lender shall be terminated. After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent (and corresponding resignations as Issuing Lender and Swing Line Lender), the provisions of this Section 10 and Sections 11.5 and 11.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent, Issuing Lender and Swing Line Lender under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above. 
 

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10.10
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 Credit Party, the Administrative Agent (irrespective
of whether the principal of any Loan or LOC 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, LOC Obligations and all other Obligations 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 Administrative Agent, the Swingline Loan Lender and the Issuing Lender (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent, the Swingline Loan Lender, the Issuing Lender and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent, the Swingline Loan
Lender and the Issuing Lender) 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, the Swingline Loan Lender and the Issuing Lender 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, 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
hereunder. 
 
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 any plan of reorganization, arrangement, adjustment or composition affecting the Credit Party 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. 
 
SECTION 11 
 
MISCELLANEOUS 
 
11.1 Notices. 
 
(a) Except as otherwise expressly provided herein, all notices and other communications shall be deemed to have been duly given and shall be effective upon the earlier to occur of (i) actual receipt by
the relevant party hereto and (ii) (A) if delivered 

 

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by hand, when signed for by or on behalf of the relevant party hereto, (B) if delivered by telecopy, when electronic confirmation of a
transmission via telecopy (or other facsimile device) is received from such device by the sender thereof, (C) if delivered by a reputable national overnight air courier service, the Business Day following the day on which the same has been delivered
prepaid (or on an invoice basis), (D) if delivered by certified or registered mail, the third Business Day following the day on which the same is sent, postage prepaid or (E) if delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (b) below), when delivered, in each case to the relevant party at the address, electronic mail address or telecopy number set forth on Schedule 11.1, or at such other address as such party may specify by written
notice to the other parties hereto. 
 
(b) Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in Section 7.1, and to distribute Credit Documents for
execution by the parties thereto, and may not be used for any other purpose except as deemed reasonable and appropriate by the Administrative Agent.  
 
(c) The Administrative Agent and the Lenders shall be entitled, but not obligated, to rely and act upon any notices given
by the Credit Parties even if 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. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 
11.2 Right of Set-Off, Automatic Debits. 
 
(a) In addition to any rights now or hereafter granted under applicable law or otherwise, and
not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or
other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without
limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Credit Party against obligations and liabilities of such Credit Party to the Lenders hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such
set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Credit Parties hereby agree that any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Sections 11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. 
 

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(b) In addition to clause (a) above, with respect to any principal or interest payment, fee, or any other cost or expense (including Attorney Costs), due and payable to the Administrative Agent or the Lenders under the Credit
Documents, the Credit Parties hereby irrevocably authorize and direct the Administrative Agent to debit any deposit account of the Credit Parties with the Administrative Agent (as one of the Lenders) in an amount such that the aggregate amount
debited from all such deposit accounts does not exceed such payment, fee, or other cost or expense. If there are insufficient funds in such deposit accounts to cover the amount of the payment, fee, other cost or expense then due, such debits will be
reversed (in whole or in part, in the Administrative Agent’s sole discretion) and such amount not debited shall be deemed to be unpaid. No such debit under this Section 11.2(b) shall be deemed a set-off. 
 
11.3 Benefit of Agreement. 
 
(a) The provisions of this Credit Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that a Credit Party may not assign or otherwise transfer any of its rights or obligations hereunder (except as
permitted by Section 8.4) without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible 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 (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participant Purchasers to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnified Persons) any legal or equitable right, remedy or claim under or by reason
of this Credit Agreement. 
 
(b)
Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Obligations (including for purposes of this
subsection (b), participations in LOC Obligations and Swing Line Loans) at the time owing to it); provided that (i) except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans
at the time owing to it or (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) 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) each
partial assignment shall be made as an 

 

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assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the
Obligations or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent, the Issuing Lender and the Swingline Lender unless the Person that is the proposed assignee is itself a Lender (whether or not
the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; provided that in the case of contemporaneous assignments involving multiple Approved Funds affiliated with a common money manager, a single fee, rather than multiple fees, of $3,500 shall be required. 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 Eligible Assignee thereunder shall be a party to this Credit Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit 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 Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 3.12, 3.13, 3.14 and 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense)
shall execute and deliver a Revolving Loan Note and a Competitive Bid Loan Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be
treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. 
 
(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the
Loans and LOC Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. 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) 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participation Purchaser”) in all or a portion of such Lender’s rights and/or
obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in LOC Obligations and Swing Line 

 

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Loans) owing to it); provided that (i) such Lender’s obligations under this Credit 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 and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Credit Agreement. 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
Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participation
Purchaser, agree to any amendment, waiver or other modification described in clauses (a) though (g) of Section 11.6 that directly affects such Participation Purchaser. Subject to subsection (e) of this Section, the Borrower agrees that each
Participation Purchaser shall be entitled to the benefits of Sections 3.12, 3.13, 3.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law,
each Participation Purchaser also shall be entitled to the benefits of Section 11.2 as though it were a Lender, provided such Participation Purchaser agrees to be subject to Section 3.8 as though it were a Lender. 
 
(e) A Participation Purchaser shall not be
entitled to receive any greater payment under Section 3.12 or Section 3.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participation Purchaser, unless the sale of the participation to
such Participation Purchaser is made with the Borrower’s prior written consent. A Participation Purchaser that would be a “foreign corporation, partnership or trust” within the meaning of the Code if it were a Lender shall not be
entitled to the benefits of Section 3.13 unless the Borrower is notified of the participation sold to such Participation Purchaser and such Participation Purchaser agrees, for the benefit of the Borrower, to comply with Section 3.13 as though it
were a Lender. 
 
(f) Any Lender
may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Notes, 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. 
 
(g) Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle managed or sponsored by the Granting Lender or an Affiliate thereof (an “SPC”) the option to fund all or any part of
any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such
option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.6, (iv) with respect to notices,
payments and other 

 

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matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their
communications and other dealings relevant to such SPC to the applicable Granting Lender and (v) each Granting Lender’s obligations under this Credit Agreement shall remain unchanged. Each party hereto agrees that no SPC will be entitled to any
rights or benefits except as expressly set forth in this subsection (g). The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.
Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes
such payment. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or
provider of any surety or guarantee to such SPC. This subsection (g) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment. 
 
(h) Notwithstanding anything to the contrary
contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security
for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 11.3, (i) no such pledge shall release the pledging Lender from any of its obligations
under the Credit Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Credit Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise. 
 
(i)
Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the
provisions of Section 11.16. 
 
11.4 No
Waiver; Remedies Cumulative. 
 
No failure
or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Credit Parties and the Administrative Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances
without notice or demand. 
 

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11.5
Payment of Expenses; Indemnification. 
 
The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Agent Related Persons in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this
Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, special counsel to the Administrative Agent) and (B) any
amendment, waiver or consent relating hereto and thereto (whether or not the transactions contemplated thereby are consummated) including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out,
renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) the Agent Related Persons and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and
instruments referred to therein, including, without limitation, in connection with any such enforcement, the reasonable Attorneys’ Costs of the Administrative Agent and each of the Lenders and (B) any bankruptcy or insolvency proceeding of any
member of the Consolidated Group, and (b) whether or not any or all of the transactions contemplated hereby are consummated, indemnify the Agent Related Persons and each Lender, its officers, directors, employees, representatives, counsel and agents
(collectively, the “Indemnified Persons”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to,
or by reason of, any investigation, litigation or other proceeding (whether or not such Agent Related Person or any Lender is a party thereto) related to (x) the entering into and/or performance of any Credit Document or the use of proceeds of any
Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, reasonable Attorneys’ Costs incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified), (y) any
Environmental Claim and (z) any claims for Taxes (all of the foregoing, collectively, “Indemnified Liabilities”). No Indemnified Person shall be liable for any damages arising from the use by others of any information or other
materials obtained through IntraLinks or other similar information transmissions systems in connection with this Credit Agreement. 
 
11.6 Amendments, Waivers and Consents. 
 
Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be
amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders; provided that no such amendment, change, waiver, discharge or termination
shall, without the consent of each Lender affected thereby: 
 
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal; 
 

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(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees hereunder; 
 
(c) reduce or waive the principal amount of
any Loan; 
 
(d) increase the
Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any
Commitment of any Lender); 
 
(e)
consent to the transfer by the Borrower of or release the Borrower from its obligations, or consent to the transfer by any Guarantor of or release all or substantially all of the Guarantors from its or their obligations, under the Credit Documents;

 
(f) amend, modify or waive any
provision of this Section 11.6 or Section 3.4, 3.7, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5 or amend or modify the definition of Borrowing Base, Borrowing Base Property, Development Property or Income Property; or 
 
(g) reduce any percentage specified in, or
otherwise modify, the definition of Required Lenders. 
 
No
provision of Section 2.2 or Section 10.1(b) may be amended or modified without the consent of the Issuing Lender. No provision of Section 2.3 or Section 10.1(b) may be amended or modified without the consent of the Swing Line Lender. No provision of
Section 10 may be amended or modified without the consent of the Administrative Agent. 
 
It is understood and agreed that each Lender shall be given no less than five Business Days written notice to respond to any request for an amendment, waiver or consent under this Credit Agreement or any of the other Credit
Documents. 
 
Notwithstanding the fact that the consent of all the
Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions
of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

 
11.7 Counterparts/Telecopy.

 
This Credit Agreement may be executed in
any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and
shall constitute a representation that an original will be delivered. 
 

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11.8
Headings. 
 
The headings of the
sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement. 
 
11.9 Defaulting Lender. 
 
Each Lender understands and agrees that if such Lender is a Defaulting Lender then notwithstanding the
provisions of Section 11.6 it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and
obligations under the Credit Documents shall apply to such Defaulting Lender. 
 
11.10 Survival of Indemnification and Representations and Warranties. 
 
All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this
Credit Agreement, the making of the Loans, the issuance of the Letters of Credit and the repayment of the Loans and other Obligations and the termination of the Commitments hereunder. 
 
11.11 Governing Law. 
 
(a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 
 
11.12 Waiver of Jury Trial; Waiver of Consequential Damages. 
 
EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. Each Credit Party agrees not to assert any claim against the
Administrative Agent, the Issuing Lender, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages
arising out of or otherwise relating to any of the transactions contemplated herein. 
 
11.13 Severability. 
 
If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force
and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
 

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11.14
Entirety. 
 
This Credit Agreement
together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to
the Credit Documents or the transactions contemplated herein and therein. 
 
11.15 Binding Effect. 
 
(a) This Credit Agreement shall become effective at such time as all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the
Credit Parties and the Administrative Agent, and the Administrative Agent shall have received copies hereof (by telecopy or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be
binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Original Agreement shall be deemed terminated and
the Credit Parties and the lenders party to the Original Agreement shall no longer have any obligations thereunder (other than those obligations in the Original Agreement that expressly survive the termination of the Original Agreement).

 
(b) This Credit Agreement shall
be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the
Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Obligations be rescinded or otherwise required
to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all amounts required to be
restored or returned and all costs and expenses incurred by the Administrative Agent or Lender in connection therewith shall be deemed included as part of the Obligations. 
 
11.16 Confidentiality. 
 
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (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 requested or required by any Governmental Authority; (c) to the extent required by
Requirements of Law or by any subpoena or similar legal process; (d) to any other party to this Credit Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or
the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as 

 

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those of this Section 11.16, to (i) any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or participant in,
any of its rights or obligations under this Credit Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any
credit derivative transaction relating to obligations of any Credit Party; (g) with the consent of the applicable Person; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.16 or
(ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the applicable Person; or (i) to the National Association of Insurance Commissioners or any other similar organization or any
nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. For the purposes of this
Section 11.16, “Information” means all information received from a Credit Party or any Affiliate of a Credit Party relating to such Person or its business, other than any such information that is available to the Administrative
Agent or any Lender on a nonconfidential basis prior to disclosure by such Person; provided that, in the case of information received from such Person after the date hereof, such information is clearly identified in writing at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.16 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. Notwithstanding anything herein to the contrary, “Information” shall not include, and the Administrative Agent and each
Lender may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any
document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letter of Credit and transactions contemplated hereby. 
 
11.17 Further Assurances. 
 
The Credit Parties agree, upon the request of the Administrative Agent, to promptly take such actions as are necessary to carry out the
intent of this Credit Agreement and the other Credit Documents, including, without limitation, as is necessary, in the sole discretion of the Administrative Agent, to maintain a perfected first priority security interest in and Lien upon the
Collateral. 
 
11.18 Release of
Guarantors/Collateral. 
 
Notwithstanding
anything herein to the contrary, if any Guarantor or any Down-REIT that is not a Guarantor no longer owns a Borrowing Base Property then the Borrower may, as applicable, request that such Guarantor be released from its obligations hereunder or that
the Lien on the equity of such Down-REIT be released. The Lenders agree to the release of such 

 

100 








Guarantor or Lien and authorize the Administrative Agent to execute and deliver, at the Borrower’s expense, such documentation as is
necessary to give effect thereto. 
 
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 
 

101 







 
Each of the
parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. 
 

	 BORROWER:
	 	 PAN PACIFIC RETAIL PROPERTIES, INC.,
 a Maryland corporation

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  









 

	 GUARANTOR:
	 	 PAN PACIFIC DEVELOPMENT (TENNESSEE), L.P.,
 a Delaware limited partnership

	
	 	 	 	 	 By:
	 	 Pan Pacific Development (Tennessee)
 Acquisition, Inc., a Delaware corporation,
 its general partner

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  










	 GUARANTOR:
	 	 PAN PACIFIC (CABLE PARK), LLC,
 a Nevada limited liability company
  

	
	 	 	 	 	 By:
	 	 Pan Pacific Retail Properties, Inc., a
 Maryland corporation, its sole member

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  









 

	 GUARANTOR:
	 	 PAN PACIFIC (CTA), INC.,
 a Maryland corporation
  

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  










	 GUARANTOR:
	 	 CT OPERATING PARTNERSHIP, L.P.,
 a California limited partnership

	
	 	 	 	 	 	 	 By:
	 	 Pan Pacific (CTA), Inc., a Maryland
 corporation, its general partner

	
	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 Title:
	 	  










	 GUARANTOR:
	 	 CT RETAIL PROPERTIES FINANCE IX LLC,
 a Delaware limited liability company

	
	 	 	 	 	 	 	 By:
	 	 CT Operating Partnership, L.P., a California
 limited partnership, its sole member

	
	 	 	 	 	 	 	 	 	 By:
	 	 Pan Pacific (CTA), Inc., a Maryland
 corporation, its general partner

	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  










	 GUARANTOR:
	 	 CT RETAIL PROPERTIES FINANCE 10, LLC,
 a Delaware limited liability company

	
	 	 	 	 	 	 	 By:
	 	 CT Operating Partnership, L.P., a California
 limited partnership, its sole member

	
	 	 	 	 	 	 	 	 	 By:
	 	 Pan Pacific (CTA), Inc., a Maryland
 corporation, its general partner

	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  










	 GUARANTOR:
	 	 CT RETAIL PROPERTIES FINANCE 11, LLC,
 a Delaware limited liability company

	
	 	 	 	 	 	 	 By:
	 	 CT Operating Partnership, L.P., a California
 limited partnership, its sole member

	
	 	 	 	 	 	 	 	 	 By:
	 	 Pan Pacific (CTA), Inc., a Maryland
 corporation, its general partner

	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  



 

109 








	 GUARANTOR:
	 	 CT RETAIL PROPERTIES FINANCE 12, LLC,
 a Delaware limited liability company

	
	 	 	 	 	 	 	 By:
	 	 CT Operating Partnership, L.P., a California
 limited partnership, its sole member

	
	 	 	 	 	 	 	 	 	 By:
	 	 Pan Pacific (CTA), Inc., a Maryland
 corporation, its general partner

	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  


	
	 	 	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 	 	 	 Title:
	 	  









 

	 LENDERS:
	 	 BANK OF AMERICA, N.A.,
 acting in its capacity as Administrative Agent,
 Issuing Lender and Swing Line Lender
  

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  


	
	 	 	 BANK OF AMERICA, N.A.,
 acting in its capacity as a Lender
  

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title:
	 	  









 

	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




 

112 







 

	 US BANK NATIONAL ASSOCIATION,
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  










 

	 WACHOVIA BANK, NATIONAL ASSOCIATION
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  










 

	 PNC BANK, NATIONAL ASSOCIATION,
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  










 

	 KEY BANK NATIONAL ASSOCIATION,
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  










 

	 AMSOUTH BANK,
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  










 

	 COMERICA BANK,
 acting in its capacity as a Lender

	
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  










 

	 EUROHYPO BANK, AG,
NEW YORK BRANCH,
 acting in its capacity as a Lender

	
	   By:
	 	  


	   Name:
	 	  


	   Title:
	 	  


	
	   By:
	 	  


	   Name:
	 	  


	   Title:
	 	  










 
Signature Page
to Amended and Restated Revolving Credit Agreement 
for Pan Pacific Retail Properties, Inc. 
 

	 	 	 BANK OF THE WEST,
 acting in its capacity as a Lender

	
	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:
	 	  


	 	 	 	 	 Title: