Exhibit 10.1


 


EXECUTION COPY


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


SECOND AMENDMENT, dated
as of June 18, 2020 (this “Agreement”), to the Credit Agreement, dated as of October 8, 2019, by and among
Summit JV MR 1, LLC (the “Borrower”), Summit Hospitality JV, LP (the “Parent”), the Guarantors
from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent
(as amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof, the “Existing
Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such term in the Existing Credit Agreement as amended by this Agreement (the Existing Credit Agreement as so amended, the “Credit
Agreement”).


 


WHEREAS, the parties
hereto have agreed to amend the Existing Credit Agreement as herein set forth.


 


NOW THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1. Amendments to the Existing Credit Agreement. Subject
to all of the terms and conditions set forth in this Agreement, the Borrower, the Parent, the Guarantors, the Lenders and the
Administrative Agent hereby agree that the Existing Credit Agreement (other than the schedules and exhibits thereto) is amended
to incorporate the changes marked on the copy of the Credit Agreement attached as Annex I hereto.


 


SECTION
2. Waiver. The
Borrower has notified the Administrative Agent and the Lenders that four of the Guarantors, HGI San Fran JV BR 149, LLC, HGI San
Fran JV 149, LLC, HGI San Jose JV BR 150, LLC and HGI San Jose JV 150, LLC, changed their names on or about October 24, 2019 to
HG San Fran JV BR 149, LLC, HG San Fran JV 149, LLC, HG San Jose JV BR 150, LLC and HG San Jose JV 150, LLC, respectively. The
Administrative Agent and the Required Lenders hereby waive any Default arising under the Existing Credit Agreement or the Credit
Agreement solely as a result of such names changes and/or the Borrower’s failure to notify the Administrative Agent of the
name changes prior to the negotiation of this Agreement.


 


SECTION
3. Conditions of Effectiveness.
This Agreement shall become effective as of the first date (the “Second Amendment Effective
Date”) that all of the following conditions precedent shall have been satisfied:


 


3.1  
The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies
(in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent)
unless otherwise specified and each in form and substance satisfactory to the Administrative Agent:


 


(a)               
counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower,
the Parent, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.


 


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


 









     


     


    

 


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


 


(d)               
favorable opinions of (A) Kleinberg, Kaplan, Wolff & Cohen, P.C., special New York counsel to the Loan Parties and
(B) Berger Harris LLP, Delaware counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, as to
such matters concerning the Loan Parties, this Agreement and the other Loan Documents as the Administrative Agent may reasonably
request; and


 


(e)               
a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections
3.2 and 3.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default.


 


3.2  
After giving effect to this Agreement, the representations and warranties contained in Section 4 are correct on and
as of the Second Amendment Effective Date, as though made on and as of such date other than any such representations or warranties
that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such
other date.


 


3.3  Since
August 31, 2019, there has been no Material Adverse Change (excluding any event or circumstance resulting from the COVID-19 pandemic
to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in
writing by the Borrower to the Administrative Agent and the Lenders prior to the Second Amendment Effective Date, and the scope
of such adverse effect is no greater than that which has been disclosed).


 


3.4  The
Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent
or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each
case, to the extent requested at least five Business Days prior to the Second Amendment Effective Date.


 


3.5  Any
fees owed to any Lender or Arranger required to be paid on or before the Second Amendment Effective Date shall have been paid.


 


SECTION
4. Representations and Warranties.
Each Loan Party reaffirms and restates the representations and warranties set forth in the Credit
Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct on the date hereof
with the same force and effect as if made on such date (except to the extent such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). Each
Loan Party represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the
Administrative Agent and the Lenders that:


 


(a)   
it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the transactions
contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance
of this Agreement and the transactions contemplated hereby;


 


(b)   
no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or
filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with,
the execution, delivery and performance of this Agreement;


 









    2


     


    

 


(c)   
 this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium
and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion
in accordance with general principles of equity;


 


(d)   
no Default or Event of Default has occurred and is continuing;


 


(e)   
the execution, delivery and performance of this Agreement will not violate any law, statute or regulation, or any order
or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default
under, any contractual obligation of any Loan Party or any of its Subsidiaries; and


 


(f)    
Since August 31, 2019, there has been no Material Adverse Change (excluding any event or circumstance resulting from the
COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings
or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Second Amendment Effective Date,
and the scope of such adverse effect is no greater than that which has been disclosed).


 


SECTION
5. Affirmation of Guarantors.
Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated
by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is
hereby ratified and confirmed in all respects and shall apply to the Existing Credit Agreement, as amended hereby, and all of
the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with
their terms


 


SECTION
6. Costs and Expenses. The
Borrower acknowledges and agrees that its payment obligations set forth in Section 9.04 of the Credit Agreement include the costs
and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement
and any other documentation contemplated hereby (whether or not this Agreement becomes effective or the transactions contemplated
hereby are consummated and whether or not a Default or Event of Default has occurred or is continuing), including, but not limited
to, the reasonable fees and disbursements of Arnold & Porter Kaye Scholer LLP, counsel to the Administrative Agent.


 


SECTION
7. Ratification.


 


(a)               
Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby
ratified and affirmed by the Loan Parties. The amendments contained in Section 1 hereof shall be deemed to have prospective application
only. This Agreement is not intended to and shall not constitute a novation. Each of the Loan Parties hereby (i) confirms and
agrees that the Borrower is truly and justly indebted to the Administrative Agent and the Lenders in the aggregate amount of the
Obligations without defense, counterclaim or offset of any kind whatsoever, other than payment in full, and (ii) reaffirms and
admits the validity and enforceability of the Existing Credit Agreement, as amended by this Agreement, and the other Loan Documents.


 


(b)               
This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i)
to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Existing Credit
Agreement, the Credit Agreement, any other Loan Document or any of the instruments or agreements referred to therein or a waiver
of any Default or Event of Default under the Existing Credit Agreement or the Credit Agreement, whether or not known to the Administrative
Agent or any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may
now have or have in the future against any Person under or in connection with the Existing Credit Agreement, the Credit Agreement,
any other Loan Document or any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.


 






    3


     


    

 


SECTION
8. Modifications. Neither
this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the parties hereto.


 


SECTION
9. References. The
Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document. Each reference in the Credit Agreement to
 “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and
each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith)
to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and
be a reference to the Credit Agreement as modified hereby and as the Credit Agreement may in the future be amended, restated,
supplemented or modified from time to time.


 


SECTION
10. Counterparts.
This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which
shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart. This
Agreement may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered
an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually
signed paper hereof which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed
communication converted into another format, for transmission, delivery and/or retention. For purposes hereof, “Electronic
Signature” shall have the meaning assigned to it by 15 USC §7006, as it may be amended from time to time. Upon
the reasonable request of the Administrative Agent, any Electronic Signature of any other party hereto shall, as promptly as practicable,
be followed by a manually executed counterpart thereof.


 


SECTION
11. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


SECTION
12. Severability. If
any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting
the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any
jurisdiction.


 


SECTION
13. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the law of the State of New York.


 






    4


     


    

 


SECTION
14. Headings. Section
headings in this Agreement are included for convenience of reference only and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement.


 


[The remainder of this page left blank
intentionally]


 









    5


     


    

 


IN
WITNESS WHEREOF, the Loan Parties, the Administrative Agent and each of the undersigned Lenders have caused this Agreement
to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	SUMMIT JV MR 1, LLC,

    a Delaware limited liability company
	 	 
	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary




 


	 	PARENT:
	 	 
	 	SUMMIT HOSPITALITY JV, LP,
 a
    Delaware limited partnership




 


		By:	Summit Hotel GP 2, LLC,
 a Delaware limited liability company
	 	Its:	general partner




 


	 	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary




 


Signature Page to
Second Amendment to Summit JV Credit Agreement


 






     


     


    

 


	 	GUARANTORS:
	 	 
	 	SILVERTHORNE JV BR 147,
    LLC,
 a Delaware limited liability company
	 	 
	 	By:  	/s/ Christopher
    Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary
	 	 
	 	SILVERTHORNE JV 147, LLC,

    a Delaware limited liability company
	 	 
		By:   	Silverthorne
                                         JV BR 147, LLC,

                                         a Delaware limited liability company
	 	Its:	sole
                                         member



 


	 	 
	 	     	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary



 


	 	SUMMIT HOTEL TRS 147-A,
    INC.,
 a Delaware corporation
	 	 
	 	By:  	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary
	 	 
	 	SILVERTHORNE JV BR 148,
    LLC,
 a Delaware limited liability company
	 	 
	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary




 


Signature Page to
Second Amendment to Summit JV Credit Agreement


 






     


     


    

 


	 	SILVERTHORNE JV 148, LLC,

    a Delaware limited liability company




 


		By:	Silverthorne JV BR 148, LLC,

                                         a Delaware limited liability company
	 	Its:	sole member



 


	 	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary
	 	 



 


	 	HG SAN FRAN JV BR 149, LLC
    (f/k/a HGI SAN FRAN JV BR 149, LLC),
 a Delaware limited liability company
	 	 
	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary
	 	 
	 	HG SAN FRAN JV 149, LLC
    (f/k/a HGI SAN FRAN JV 149, LLC),
 a Delaware limited liability company
	 	 
	 	By:	HG San Fran JV BR 149, LLC
 (f/k/a HGI
    San Fran JV BR 149, LLC),
 a Delaware limited liability company
	 	Its: 	sole member



 


	 	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary 



 


	 	SUMMIT HOTEL TRS 149, INC.,

    a Delaware corporation
	 	 
	 	By:	/s/ Christopher Eng
	 	 	Name: Christopher Eng
	 	 	Title:   Secretary




 


Signature Page to
Second Amendment to Summit JV Credit Agreement


 






     


     


    

 


 



 


	 	SUMMIT HOTEL TRS 149, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	Summit Hotel TRS 149, Inc.,
	 	 	a Delaware corporation
	 	Its:	sole member
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name: 	Christopher Eng
	 	 	 	Title: 	Secretary
	 	 
	 	 
	 	HG SAN JOSE JV BR 150, LLC (f/k/a
    HGI SAN JOSE JV BR 150, LLC),
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Christopher
    Eng
	 	 	Name:	Christopher Eng
	 	 	Title: 	Secretary
	 	 
	 	HG SAN JOSE JV 150, LLC (f/k/a
    HGI SAN JOSE JV 150, LLC),
	 	a Delaware limited liability company
	 	 
	 	By:	HG San Jose JV BR 150, LLC
	 	 	(f/k/a HGI San Jose JV BR 150, LLC),
	 	 	a Delaware limited liability company
	 	Its:	sole member
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name: 	Christopher Eng
	 	 	 	Title:	Secretary
	 	 	 	 	 
	 	 	 	 	 
	 	SUMMIT HOTEL TRS 150, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Christopher
    Eng
	 	 	Name: 	Christopher Eng
	 	 	Title:	Secretary



 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 






     


     


    

 


	 	SUMMIT HOTEL TRS 150, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	Summit Hotel TRS 150, Inc.,
	 	 	a Delaware corporation
	 	Its:	sole member
	 	 
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name: 	Christopher Eng
	 	 	 	Title: 	Secretary
	 	 
	 	 
	 	RI PORT RIVER JV BR 151, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Christopher
    Eng
	 	 	Name:	Christopher Eng
	 	 	Title: 	Secretary
	 	 
	 	 
	 	RI PORT RIVER JV 151, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	RI Port River JV BR 151, LLC,
	 	 	a Delaware limited liability company
	 	Its:	sole member
	 	 
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name: 	Christopher Eng
	 	 	 	Title:	Secretary
	 	 
	 	 
	 	SUMMIT HOTEL TRS 151, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Christopher
    Eng
	 	 	Name: 	Christopher Eng
	 	 	Title: 	Secretary



 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 






     


     


    

 


	 	SUMMIT HOTEL TRS 151, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	Summit Hotel TRS 151, Inc.,
	 	 	a Delaware corporation
	 	Its:	sole member
	 	 
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name:   	Christopher Eng
	 	 	 	Title: 	Secretary
	 	 
	 	 
	 	 
	 	RI PORT HILLSBORO JV BR 152,
    LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Christopher
    Eng
	 	 	Name:	Christopher Eng
	 	 	Title:	Secretary
	 	 
	 	 
	 	RI PORT HILLSBORO JV 152, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	RI Port Hillsboro JV BR 152, LLC,
	 	 	a Delaware limited liability company
	 	Its:	sole member
	 	 
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name: 	Christopher Eng
	 	 	 	Title: 	Secretary
	 	 
	 	 
	 	SUMMIT HOTEL TRS 152, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Christopher
    Eng
	 	 	Name:	Christopher Eng
	 	 	Title: 	Secretary


 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 



     


     


    




 


	 	SUMMIT HOTEL TRS 152, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	Summit Hotel TRS 152, Inc.,
	 	 	a Delaware corporation
	 	Its:	sole member
	 	 
	 	 
	 	 
	 	 	By:	/s/ Christopher
    Eng
	 	 	 	Name:    	Christopher Eng
	 	 	 	Title: 	Secretary



 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 






     


     


    

 


	 	bank
    of america, n.a., as
	 	Administrative Agent
	 	 
	 	 
	 	By:	/s/ Priscilla Ruffin
	 	 	Name: Priscilla Ruffin
	 	 	Title:   AVP



 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 






     


     


    

 


	 	bank
    of america, n.a., as
	 	a Lender
	 	 
	 	 
	 	By:	/s/ Kyle Pearson
	 	 	Name: Kyle Pearson
	 	 	Title:   Vice President



 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 






     


     


    

 


	 	KEYBANK
    NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	/s/ Thomas Z. Schmitt
	 	 	Name: Thomas Z. Schmitt
	 	 	Title:   Assistant Vice President



 


Signature Page to Second Amendment to Summit JV
Credit Agreement


 


 



     


     


    

 


	 	BANK
    OF MONTREAL, CHICAGO BRANCH, as a Lender
	 	 
	 	 
	 	By:	/s/ Gwendolyn Gatz
	 	 	Name: Gwendolyn Gatz
	 	 	Title:   Director



 


Signature Page to
Second Amendment to Summit JV Credit Agreement


 






     


     


    

 


 



 


ANNEX I TO SECOND AMENDMENT


(marked copy of Credit Agreement)


 


See Attached


 






       


     


    

  


ANNEX I TO SECOND AMENDMENT


 


Published Deal CUSIP Number: 86613EAA5


Published Revolver Facility CUSIP Number:
86613EAB3


Published Term Facility CUSIP Number: 86613EAC1


  


CREDIT AGREEMENT


 


Dated as of October 8, 2019


 


among


 


SUMMIT JV MR 1, LLC,


 


as
Borrower,


 


SUMMIT HOSPITALITY JV,
LP


 


as
Parent,


 


 


CERTAIN SUBSIDIARIES OF SUMMIT JV MR 1,
LLC


FROM TIME TO TIME PARTY HERETO,


 


as
Guarantors,


 


THE INITIAL LENDERS NAMED HEREIN,


 


as
Initial Lenders,


 


BANK OF AMERICA, N.A.,


 


as
Administrative Agent,


 


and


 


BofA
SECURITIES, INC.,


 


as
Sole Lead Arranger and as Sole BookrunnersBookrunner


 






        


     


    

 





T A B L E O F C O N T E N T S





 


	Section	 	Page
	 	 	 
	ARTICLE
    I
	DEFINITIONS
    AND ACCOUNTING TERMS
	 	 	 
	SECTION 1.01.	Certain Defined Terms	1
	SECTION 1.02.	Computation of Time Periods; Other Definitional
    Provisions	3740
	SECTION 1.03.	Accounting Terms	3841
	SECTION 1.04.	Rounding	3841
	SECTION 1.05.	Times of Day	3841
	SECTION 1.06.	Interest Rates	3841
	SECTION 1.07.	Other Interpretative Provisions	3841
	 	 	 
	ARTICLE
    II
	AMOUNTS
    AND TERMS OF THE ADVANCES
	 	 	 
	SECTION 2.01.	The Advances	3942
	SECTION 2.02.	Borrowings, Conversions and Continuations	3943
	SECTION 2.03.	[Intentionally Omitted]	4144
	SECTION 2.04.	Repayment of Advances	4144
	SECTION 2.05.	Termination or Reduction of the Commitments	4145
	SECTION 2.06.	Prepayments	4245
	SECTION 2.07.	Interest	4246
	SECTION 2.08.	Fees	4347
	SECTION 2.09.	Inability to Determine Rates	4447
	SECTION 2.10.	Increased Costs; Reserves on Eurodollar Rate
    Advances, Illegality; Mitigation Obligations	4649
	SECTION 2.11.	Payments and Computations	4852
	SECTION 2.12.	Taxes	4952
	SECTION 2.13.	Sharing of Payments, Etc.	5255
	SECTION 2.14.	Use of Proceeds	5256
	SECTION 2.15.	Evidence of Debt	5356
	SECTION 2.16.	Extension of Termination Date	5357
	SECTION 2.17.	Increase in the Aggregate Commitments	5457
	SECTION 2.18.	Borrowing Base Asset Provisions	5761
	SECTION 2.19.	Reappraisal Rights	5963
	 	 	 
	ARTICLE
    III
	CONDITIONS
    OF LENDING
	 	 	 
	SECTION 3.01.	Conditions Precedent to Initial Extensions of
    Credit	5963
	SECTION 3.02.	Conditions Precedent to Each Borrowing	6367
	SECTION 3.03.	Determinations Under Section 3.01 and 3.02	6468



 






    i 


     


    

 


	ARTICLE
    IV
	REPRESENTATIONS
    AND WARRANTIES
	 	 	 
	SECTION 4.01.	Representations and Warranties of the Loan Parties	6468
	 	 	 
	ARTICLE
    V
	COVENANTS
    OF THE LOAN PARTIES
	 	 	 
	SECTION 5.01.	Affirmative Covenants	7074
	SECTION 5.02.	Negative Covenants	7579
	SECTION 5.03.	Reporting Requirements	8185
	SECTION 5.04.	Financial Covenants	8488
	 	 	 
	ARTICLE
    VI
	EVENTS
    OF DEFAULT
	 	 	 
	SECTION 6.01.	Events of Default	8589
	SECTION 6.02.	Remedies Upon Event of Default	8791
	SECTION 6.03.	Application of Funds	8791
	 	 	 
	ARTICLE
    VII
	GUARANTY
	 	 	 
	SECTION 7.01.	Guaranty; Limitation of Liability	8892
	SECTION 7.02.	Guaranty Absolute	8993
	SECTION 7.03.	Waivers and Acknowledgments	9094
	SECTION 7.04.	Subrogation	9094
	SECTION 7.05.	Guaranty Supplements	9195
	SECTION 7.06.	Indemnification by Guarantors	9195
	SECTION 7.07.	Subordination	9195
	SECTION 7.08.	Continuing Guaranty	9296
	SECTION 7.09.	Keepwell	9296
	 	 	 
	ARTICLE
    VIII
	THE
    ADMINISTRATIVE AGENT
	 	 	 
	SECTION 8.01.	Appointment and Authority	9397
	SECTION 8.02.	Rights as a Lender	9397
	SECTION 8.03.	Exculpatory Provisions	9397
	SECTION 8.04.	Reliance by Administrative Agent	9498
	SECTION 8.05.	Indemnification by Lenders	9498
	SECTION 8.06.	Delegation of Duties	9599
	SECTION 8.07.	Resignation of Administrative Agent	9599
	SECTION 8.08.	Non-Reliance on the Administrative Agent, the
    Arranger and the Other Lenders	96100
	SECTION 8.09.	No Other Duties, Etc.	96100
	SECTION 8.10.	Administrative Agent May File Proofs of Claim	96100
	SECTION 8.11.	Guaranty and Collateral Matters	97101
	SECTION 8.12.	Guaranteed Hedge Agreements	98102



 






    ii 


     


    

 


	ARTICLE
    IX
	MISCELLANEOUS
	 	 	 
	SECTION 9.01.	Amendments, Etc.	98102
	SECTION 9.02.	Notices, Etc.	101105
	SECTION 9.03.	No Waiver; Remedies	103107
	SECTION 9.04.	Costs and Expenses; Indemnification	103107
	SECTION 9.05.	Right of Set-off	105108
	SECTION 9.06.	Successors and Assigns	105109
	SECTION 9.07.	Electronic Execution of Assignments and Certain
    Other Documents	108112
	SECTION 9.08.	Execution in Counterparts; Effectiveness	108112
	SECTION 9.09.	Integration	109113
	SECTION 9.10.	Defaulting Lenders	109113
	SECTION 9.11.	Confidentiality	110114
	SECTION 9.12.	Certain ERISA Matters	111115
	SECTION 9.13.	Patriot Act Notification	112116
	SECTION 9.14.	Jurisdiction, Etc.	112116
	SECTION 9.15.	Governing Law	113117
	SECTION 9.16.	WAIVER OF JURY TRIAL	113117
	SECTION 9.17.	Acknowledgment and Consent to Bail-In of EEAAffected
    Financial Institutions	113117
	SECTION 9.18.	Acknowledgement Regarding Any Supported QFCs	113117
	 	 	 


 


SCHEDULES


 


	Schedule
    I	-	Commitments
	Schedule II	-	[reserved]
	Schedule III	-	Approved Managers
	Schedule 3.01(a)(iv)	-	Initial Borrowing
    Base Assets
	Schedule 4.01(b)	-	Subsidiaries
	Schedule 4.01(p)	-	Real Property
	Part
    I	-	Owned Assets
	Part
    II	-	Leased Assets
	Part
    III	-	Management Agreements
	Part
    IV	-	Franchise Agreements
	Schedule 4.01(q)	-	Environmental Concerns
	Schedule 4.01(w)	-	Plans and Welfare
    Plans
	Schedule 9.02	-	Administrative Agent’s Office; Certain Addresses for Notices  






 


EXHIBITS


 


	Exhibit
    A-1	-	Form
    of Revolving Note
	Exhibit A-2	-	Form of Term Note
	Exhibit A-3	-	Form of Incremental
    Term Note
	Exhibit B	-	Form of Notice of
    Borrowing
	Exhibit C	-	Form of Compliance
    Certificate
	Exhibit D	-	Form of Guaranty
    Supplement
	Exhibit E-1	-	Form of Assignment
    and Acceptance
	Exhibit E-2	-	Form of Administrative
    Questionnaire
	Exhibit F	-	Form of U.S. Tax
    Compliance Certificate
	Exhibit G	-	Form of Notice of Loan Prepayment



 






    iii 


     


    

 





CREDIT AGREEMENT


 


CREDIT AGREEMENT dated
as of October 8, 2019 (this “Agreement”) among SUMMIT JV MR 1, LLC, a Delaware limited liability company
(the “Borrower”), Summit Hospitality JV, LP, certain Subsidiaries from time to time party hereto, as
Guarantors, the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial
lenders (the “Initial Lenders”), BANK OF AMERICA, N.A., as administrative agent (together with any successor
administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lenders
(as hereinafter defined).


 


Article
I

DEFINITIONS AND ACCOUNTING TERMS


 


Section
1.01.               Certain Defined Terms.
As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both
the singular and plural forms of the terms defined):


 


“Acceding
Lender” has the meaning specified in Section 2.17(d).


 


“Accession
Agreement” has the meaning specified in Section 2.17(d)(i).


 


“Acquisition”
has the meaning specified in Section 2.14.


 


“Additional
Guarantor” has the meaning specified in Section 7.05.


 


“Adjusted
Consolidated EBITDA” means (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters of the Parent
then most recently ended for which financial statements are required to be delivered to the Administrative Agent and the Lenders
pursuant to Section 5.03(b) or (c), as the case may be, less (b)
an amount equal to the aggregate Deemed FF&E Reserves for all Consolidated Assets owned by the Parent and its Consolidated
Subsidiaries.,
in each case, for any calculation made during the period set forth below for the appropriate period as set forth below annualized
to the extent required below:


 


	Date
    of Determination	Appropriate
    Period for Calculation	Annualization
	During
    the fiscal quarter in which the Covenant Waiver Period Termination Date occurs	the
    fiscal quarter of the Parent immediately preceding the fiscal quarter during which the Covenant Waiver Period Termination
    Date occurs	multiplied
    by 4
	During
    the fiscal quarter immediately following the fiscal quarter in which the Covenant Waiver Period Termination Date occurs	the
    first day of the fiscal quarter immediately preceding the fiscal quarter during which the Covenant Waiver Period Termination
    Date occurs through the last day of  the fiscal quarter during which the Covenant Waiver Period Termination Date
    occurs	multiplied
    by 2
	During
    the second fiscal quarter immediately following the fiscal quarter in which the Covenant Waiver Period Termination Date occurs	the
    first day of the  first quarter immediately preceding the fiscal quarter during which the Covenant Waiver Period
    Termination Date occurs through the last day of  fiscal quarter following the fiscal quarter during which the Covenant
    Waiver Period Termination Date occurs	multiplied
    by 4/3
	Any
    date of determination thereafter	the
    period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required
    to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be	N/A



 






    1 


     


    

 


 


“Adjusted
Net Operating Income” or “Adjusted NOI” means, with respect to any Borrowing Base Asset,
(a) the Net Operating Income attributable to such Borrowing Base Asset less (b) the Deemed FF&E Reserve for such Borrowing
Base Asset, less (c) without duplication, the Deemed Management Fee for such Borrowing Base Asset, in each case for
the period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required
to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be.,
for any calculation made during the period set forth below for the appropriate period as set forth below annualized to the extent
required below:


 


	Date
    of Determination	Appropriate
    Period for Calculation	Annualization
	During
    the fiscal quarter in which the Covenant Waiver Period Termination Date occurs	the
    fiscal quarter of the Parent immediately preceding the fiscal quarter during which the Covenant Waiver Period Termination
    Date occurs	multiplied
    by 4
	During
    the fiscal quarter immediately following the fiscal quarter in which the Covenant Waiver Period Termination Date occurs	the
    first day of the fiscal quarter immediately preceding the fiscal quarter during which the Covenant Waiver Period Termination
    Date occurs through the last day of  the fiscal quarter during which the Covenant Waiver Period Termination Date
    occurs	multiplied
    by 2
	During
    the second fiscal quarter immediately following the fiscal quarter in which the Covenant Waiver Period Termination Date occurs	the
    first day of the  first quarter immediately preceding the fiscal quarter during which the Covenant Waiver Period
    Termination Date occurs through the last day of  fiscal quarter following the fiscal quarter during which the Covenant
    Waiver Period Termination Date occurs	multiplied
    by 4/3
	Any
    date of determination thereafter	the
    period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required
    to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be	N/A


 


“Adjustment”
has the meaning specified in Section 2.09(c).


 


“Administrative
Agent” has the meaning specified in the recital of parties to this Agreement.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 9.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the
Lenders.


 






    2


     


    

 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form
approved by the Administrative Agent.


 


“Advance”
means a Revolving Credit Advance, a Term Loan Advance or an Incremental Term Advance.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including
the terms “controlling”, “controlled by” and “under common control with”) of a Person means
the possession, direct or indirect, of the power to vote 35% or more of the Voting Interests of such Person or to direct or cause
the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or
otherwise.


 


“Aggregate
Borrowing Base Asset Value” means, as of any date of determination, the aggregate Borrowing Base Asset Values of
all Borrowing Base Assets at such time; provided that (i) not more than thirty five percent (35%) of Aggregate Borrowing
Base Asset Value may be in respect of a single Borrowing Base Asset, with any excess over such limit being excluded from Aggregate
Borrowing Base Asset Value for such period, (ii) not more than thirty percent (30%) of Aggregate Borrowing Base Asset Value may
be in respect of Borrowing Base Assets located in any one metropolitan statistical area, with any excess over such limit being
excluded from Aggregate Borrowing Base Asset Value for such period, provided however, that the Portland metropolitan statistical
area (“MSA”) shall be exempt from the limitation so long as no additional Borrowing Base Asset located in the Portland
MSA is added to the Borrowing Base Pool after the Closing Date, and if Borrower requests an additional Portland MSA Borrowing
Base Asset to be added to the Borrowing Base Pool, the exemption shall no longer apply, (iii) not more than thirty percent (30%)
of Aggregate Borrowing Base Asset Value for any period may be in respect of Borrowing Base Assets that are subject to Qualifying
Ground Leases, with any excess over such limit being excluded from Aggregate Borrowing Base Asset Value for such period, (iv)
not more than twenty percent (20%) of Aggregate Borrowing Base Asset Value for any period may be in respect of Borrowing Base
Assets that are not operated under a nationally recognized brand subject to a Franchise Agreement with an Approved Franchisor,
with any excess over such limit being excluded from Aggregate Borrowing Base Asset Value for such period and (v) no less than
four (4) Hotel Assets must, at all times, qualify as Borrowing Base Assets or the Aggregate Borrowing Base Asset Value shall be
deemed to be zero.


 


“Aggregate
Facility Amount” means, at any date of determination, the sum of (i) the Revolving Credit Facility at such time
plus (ii) the Term Loan
Facility at such time plus (iii) all Incremental Term Loan Facilities at such time.


 


“Agreement”
has the meaning specified in the recital of parties to this Agreement.


 


“Anti-Corruption
Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Parent or any of its Subsidiaries
from time to time concerning or relating to bribery, corruption or money laundering including, without limitation, the United
Kingdom Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, as amended.


 


“Applicable
Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.


 






    3


     


    

 


“Applicable
Margin” means, at any date of determination, (i) for Revolving Credit Advances, a percentage per annum equal to
2.15% for Eurodollar Rate Advances and LIBOR Floating Rate Advances, and 1.15% for Base Rate Advances, (b) for Term Loan Advances,
a percentage per annum equal to 2.10% for Eurodollar Rate Advances and LIBOR Floating Rate Advances, and 1.10% for Base Rate Advances
and (c) for Incremental Term Advances of any Type, the rate or rates per annum specified in the applicable Incremental Term Loan
Facility Amendment.


 


“Appraisal”
means an MAI appraisal that is in form and substance reasonably satisfactory to the Administrative Agent and prepared by an independent
appraisal firm that is reasonably acceptable to the Administrative Agent, setting forth the estimated “as-is” going
concern value of an Asset.


 


“Approved
Franchisor” means, with respect to any Hotel Asset, a nationally recognized hotel brand franchisor that has entered
into a written franchise agreement (i) substantially in the form customarily used by such franchisor at such time or (ii) in form
and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent confirms that each of the franchisors
shown on Part IV of Schedule 4.01(p) hereto are satisfactory to the Administrative Agent and shall be considered an Approved Franchisor.


 


“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.


 


“Approved
Manager” means a nationally recognized hotel manager (a) with (or controlled by a Person or Persons with) at least
ten years of experience in the management of limited service, select service and full service hotels that have been rated “upscale”
 “upper midscale” or “midscale” or better by Smith Travel Research and (b) that is engaged pursuant to
a written management agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent
confirms that each of the managers shown on Schedule III hereto are satisfactory to the Administrative Agent and shall be considered
an Approved Manager. For purposes of this definition, the term “control” (including the term “controlled by”)
of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of Voting Interests, by contract or otherwise.


 


“Arranger”
means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.


 


“Assets”
means, collectively, Hotel Assets, Development Assets and Joint Venture Assets.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 9.07), and accepted by the Administrative Agent, in accordance with Section
9.07 and in substantially the form of Exhibit E-1 hereto or any other form (including electronic documentation generated by use
of an electronic platform) approved by the Administrative Agent.


 


“Assumed
Unsecured Interest Expense” means, on any date, the greater of (a) the actual Interest Expense on Unsecured Indebtedness
of the Parent and its Consolidated Subsidiaries and (b) the outstanding principal balance of all Unsecured Indebtedness of the
Parent and its Consolidated Subsidiaries, multiplied by the greater of (i) the sum of the one month LIBOR as of the last
day of the most recent fiscal quarter plus the Applicable Margin, or (ii) 6.00%, in each case for the period of four consecutive
fiscal quarters of the Parent then most recently ended for which financial statements are required to be delivered to the Administrative
Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be.


 






    4


     


    

 


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


 


“Availability”
means, at any date of determination, (a) the lowest of (i


 


(a)               
prior
to the Covenant Waiver Period Termination Date, (i) the lower of (x) the Aggregate Facility Amount and (y) the Aggregate Borrowing
Base Asset Value at such time multiplied by 55%, less (ii) the aggregate principal amount of all then outstanding
Advances.


 


(b)               
thereafter,
(i) the lowest of (x) the Aggregate Facility Amount, (iiy)
the Aggregate Borrowing Base Asset Value at such time multiplied by 55% and (iiiz)
the principal amount that when outstanding under the Facilities would result in a Borrowing Base Coverage Ratio (calculated
for the appropriate period for such date of determination as set forth in the example below, and determined on a pro
forma basis as at such date) equal to 2.00:1.00, less (b(I)
for any date during the period commencing on the Covenant Waiver Period Termination Date through the last day of the fiscal quarter
immediately following the fiscal quarter during which the Covenant Waiver Period Termination Date occurs, 1.50:1.00, (II) for
any date during the period commencing on the first day of the second fiscal quarter immediately following the fiscal quarter during
which the Covenant Waiver Period Termination Date occurs through the last day of the third fiscal quarter immediately following
the fiscal quarter during which the Covenant Waiver Period Termination Date occurs, 1.75:1.00, and (III) thereafter, 2.00:1.00,
less (ii) the aggregate principal amount of all then outstanding Advances. As
an example, the Borrowing Base Coverage Ratio on the Covenant Waiver Period Termination Date shall be the ratio of (1) Borrowing
Base Adjusted NOI for the fiscal quarter of the Parent immediately preceding the fiscal quarter during which the Covenant Waiver
Termination Date occurs multiplied by 4 to (2) Assumed Unsecured Interest Expense calculated for the period of four consecutive
fiscal quarters of the Parent then most recently ended for which financial statements are required to be delivered to the Administrative
Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be.


 


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


 


“Bail-In
Legislation” means, (a)
with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law,
rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule,
and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any
other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment
firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).


 


“Bank
of America” means Bank of America, N.A. and its successors.


 


“Bankruptcy
Law” means any applicable law governing a proceeding of the type referred to in Section 6.01(f) or Title 11, U.S.
Code, or any similar foreign, federal or state law for the relief of debtors.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus
1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its
 “prime rate,” and (c) the Eurodollar Rate plus 1.00%; provided that in no event will the Base Rate be
less than zero. The “prime rate” is a rate set by Bank of America 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 prime rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being
used as an alternate rate of interest pursuant to Section 2.09 hereof, then the Base Rate shall be the greater of clauses (a)
and (b) above and shall be determined without reference to clause (c) above.


 






    5


     


    

 


Notwithstanding
anything to the contrary contained herein, at any time that the Base Rate determined in accordance with the foregoing is less
than 1.25%, such rate shall be deemed 1.25% for purposes of this Agreement.


 


“Base
Rate Advance” means an Advance that bears interest based on the Base Rate.


 


“Beneficial
Ownership Certification” means, if the Borrower qualifies as a “legal entity customer” within the meaning
of the Beneficial Ownership Regulation, a certification of beneficial ownership as required by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230, as amended.


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of
ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”.


 


“Borrower”
has the meaning specified in the recital of parties to this Agreement.


 


“Borrower
Materials” has the meaning specified in Section 9.11.


 


“Borrowing”
means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type, Term Loan Advances of the same Type or
Incremental Term Advances of the same Type made by the Lenders.


 


“Borrowing
Base Adjusted NOI” means aggregate Adjusted NOI for all Borrowing Base Assets.


 


“Borrowing
Base Asset” means an Eligible Asset that the Borrower has proposed to designate as a Borrowing Base Asset, which
designation has been approved by the Required Lenders in their reasonable discretion. For the avoidance of doubt, any Asset that
is not, or at any time ceases to be, an Eligible Asset is not a Borrowing Base Asset.


 


“Borrowing
Base Asset Designation Package” means, with respect to the proposed designation of any Eligible Asset as a Borrowing
Base Asset, the following items, each in form and substance satisfactory to the Administrative Agent and in sufficient copies
for each Lender: (a) a description of such Asset in detail satisfactory to the Administrative Agent, (b) a projected cash flow
analysis of such Asset, (c) a statement of operating expenses and operating revenues for such Asset for the immediately preceding
36 consecutive calendar months, or such shorter period that the Asset has been open for business, (d) a budget of operating expenses,
operating revenues and capital expenditures for such Asset for the next succeeding 12 consecutive months, (e) if such Asset is
then the subject of an acquisition transaction, a copy of the purchase agreement with respect thereto and a schedule of the proposed
sources and uses of funds for such transaction and (f) such other information as reasonably requested by Administrative Agent.


 






    6


     


    

 


“Borrowing
Base Asset Value” means, as of any date of determination and with respect to any Borrowing Base Asset, the following:
(a) with respect to each Borrowing Base Asset that is a New Property, an amount equal to the lesser of (i) the acquisition price
for such Borrowing Base Asset paid by the Parent or any of its Consolidated Subsidiaries to a non-affiliate and (ii) the appraised
 “as is” value of such Borrowing Base Asset as reflected in a Current Appraisal; and (b) with respect to each Borrowing
Base Asset that is a Seasoned Property, the appraised “as is” value of such Borrowing Base Asset as reflected in a
Current Appraisal. Notwithstanding the foregoing or anything to the contrary contained elsewhere, the Borrowing Base Asset Value
with respect to each Initial Borrowing Base Asset for the period from the Closing Date through and including its Borrowing Base
Value Date shall be an amount equal to the acquisition priceundepreciated
book value for such Initial Borrowing Base Asset paid by the Parent or any of its
Consolidated Subsidiaries to a non-affiliate(after
any impairments). For the avoidance of doubt, the Borrowing Base Asset Value of any Asset that is not, or at any time
ceases to be, an Eligible Asset, is zero.


 


“Borrowing
Base Coverage Ratio” means, at any date of determination, the ratio of Borrowing Base Adjusted NOI to Assumed Unsecured
Interest Expense, in each case for the period of four consecutive fiscal quarters of the Parent
then most recently ended for which financial statements are required to be delivered to the Administrative Agent and the Lenders
pursuant to Section 5.03(b) or (c), as the case may be.


 


“Borrowing
Base Pool” means, at any time, a collective reference to the Borrowing Base Assets that are included in a calculation
of Aggregate Borrowing Base Asset Value made at such time.


 


“Borrowing
Base Value Date” means, with respect to any Initial Borrowing Base Asset, the earlier of (a) the Business Day on
which a Current Appraisal is delivered to the Administrative Agent with respect to such Asset and (b) February 15, 2021.2022.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day
relates to any Eurodollar Rate Advance, means any such day that is also a London Banking Day.


 


“Capitalized
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.


 


“Cash
Equivalents” means any of the following, to the extent owned by the applicable Loan Party or any of its Subsidiaries
free and clear of all Liens and having a maturity of not greater than 90 days from the date of issuance thereof: (a) readily marketable
direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally
guaranteed by the full faith and credit of the Government of the United States, (b) certificates of deposit of or time deposits
with any commercial bank that is a Lender or a member of the Federal Reserve System, which issues (or the parent of which issues)
commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof
and has combined capital and surplus of at least $1,000,000,000 or (c) commercial paper in an aggregate amount of not more than
$50,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United
States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or
the then equivalent grade) by S&P.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.


 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental
Protection Agency.


 






    7


     


    

 


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


 


“Change
of Control” means the occurrence of any of the following: (a) any Person or two or more Persons acting in concert
shall have acquired and shall continue to have following the date hereof beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Interests
of the Parent REIT (or other securities convertible into such Voting Interests) representing 35% or more of the combined voting
power of all Voting Interests of the Parent REIT; or (b) there is a change in the composition of the Parent REIT’s board
of directors over a period of 24 consecutive months (or less) such that a majority of board members (rounded up to the nearest
whole number) ceases, by reason of one or more proxy contests for the election of board members, to be comprised of individuals
who either (i) have been board members continuously since the beginning of such period or (ii) have been elected or nominated
for election as board members during such period by at least a majority of the board members described in clause (i) who were
still in office at the time such election or nomination was approved by the board; or (c) any Person or two or more Persons acting
in concert shall have acquired and shall continue to have following the date hereof, by contract or otherwise, or shall have entered
into a contract or arrangement that, upon consummation will result in its or their acquisition of the power to direct, directly
or indirectly, the management or policies of the Parent REIT; or (d) the Parent REIT ceases to be the sole member of and the direct
legal and beneficial owner (free and clear of all Liens) of all of the limited liability company interests in, Summit Hotel GP,
LLC and/or Summit Hotel GP, LLC ceases to be the sole general partner of and the direct legal and beneficial owner (free and clear
of all Liens) of all of the general partnership interests in, Summit Hotel OP, LP; or (e) Summit Hotel OP, LP ceases to be the
direct or indirect beneficial owner (free and clear of all Liens) of at least 51% of the limited partnership interests in the
Parent; or (f) the Parent REIT ceases to be the sole member of and the direct legal and beneficial owner (free and clear of all
Liens) of all of the limited liability company interests in, Summit Hotel GP 2, LLC and/or Summit Hotel GP 2, LLC ceases to be
the sole general partner of and the direct legal and beneficial owner (free and clear of all Liens) of all of the general partnership
interests in, the Parent; or (g) the Parent ceases to be the sole member of and the direct legal and beneficial owner (free and
clear of all Liens) of all of the limited liability company interests in, the Borrower; or (g) any Person or two or more Persons
(other than the Parent) acting in concert shall have acquired and shall continue to have following the date hereof, by contract
or otherwise, or shall have entered into a contract or arrangement that, upon consummation will result in its or their acquisition
of the power to direct, directly or indirectly, the management or policies of the Borrower; or (h) the Borrower ceases to be the
direct or indirect legal and beneficial owner (free and clear of all Liens other than pursuant to the Loan Documents) of all of
the Equity Interests in each direct and indirect Subsidiary that owns or leases a Borrowing Base Asset.


 


“Closing
Date” means the date hereof.


 


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


 






    8


     


    

 


“Collateral”
means all of the “Collateral” or other similar term referred to in the Pledge Agreement that is required under the
terms of the Loan Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.


 


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


 


“Commitment”
means a Term Loan
Commitment, a Revolving Credit Commitment or an Incremental Term Loan Commitment, as the context may require.


 


“Commitment
Date” has the meaning specified in Section 2.17(b).


 


“Commitment
Increase” has the meaning specified in Section 2.17(a).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C signed by a Responsible Officer of the Parent
or the Borrower.


 


“Consent
Request Date” has the meaning specified in Section 9.01(b).


 


“Consolidated”
refers to the consolidation of accounts in accordance with GAAP.


 


“Consolidated
EBITDA” means, as of any date of determination, for the period of four consecutive
fiscal quarters of the Parent then most recently ended for which financial statements are required to be delivered to the Administrative
Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may bein
each case for any applicable measurement period, without duplication, for the Parent and its Consolidated Subsidiaries,
Consolidated net income or loss for such period, plus (w) the sum of (i) to the extent actually deducted in determining
said Consolidated net income or loss, Consolidated Interest Expense, minority interest and provision for taxes for such period
(excluding, however, Consolidated Interest Expense and taxes attributable to unconsolidated subsidiaries of the Parent and any
of its Subsidiaries), (ii) the amount of all amortization of intangibles and depreciation that were deducted in
determining Consolidated net income or loss for such period, (iii) any non-cash charges (including one-time non-cash
impairment charges) in such period to the extent that such non-cash charges were deducted in determining Consolidated net income
or loss for such period, and (iv) any other non-recurring charges in such period, less (x) to the extent included in determining
Consolidated net income or loss for such period, the amount of non-recurring non-cash gains during such period, plus (y)
with respect to each Joint Venture, the JV Pro Rata Share of the sum of (i) to the extent actually deducted in determining said
Consolidated net income or loss, Consolidated Interest Expense, minority interest and provision for taxes for such period, (ii)
the amount of all amortization of intangibles and depreciation that were deducted in determining Consolidated net income or loss
for such period, (iii) any non-cash charges (including one-time non-cash impairment charges) in such period to the extent that
such non-cash were deducted in determining Consolidated net income or loss for such period, and (iv) any other non-recurring charges
in such period, less (z) to the extent included in determining Consolidated net income or loss for such period, the amount
of non-recurring non-cash gains during such period, in each case of such Joint Venture determined on a Consolidated basis and
in accordance with GAAP for such four fiscal quarter period; provided
that Consolidated EBITDA shall be determined without giving effect to any extraordinary gains or losses (including any taxes attributable
to any such extraordinary gains or losses) or gains or losses (including any taxes attributable to such gains or losses) from
sales of assets other than from sales of inventory (excluding Real Property) in the ordinary course of business; provided further
that for purposes of this definition, in the case of any acquisition or disposition of any direct or indirect interest in
any Asset (including through the acquisition or disposition of Equity Interests) by the Parent or any of its Subsidiaries during
such four fiscal quarter period, Consolidated EBITDA will be adjusted (1) in
the case of an acquisition, by adding thereto an amount equal to (A) in the case of an acquired Asset that is a newly constructed
Hotel Asset with no operating history, the Pro Forma EBITDA, if any, of such Asset, or (B) in the case of any other acquired Asset,
such acquired Asset’s actual Consolidated EBITDA (computed as if such Asset was owned by the Parent or one of its Consolidated
Subsidiaries for the entire four fiscal quarter period) generated during the
portion of such four fiscal quarter period that such Asset was not owned by the
Parent or such Consolidated Subsidiary and (2) in the case of a disposition, by subtracting therefrom an amount equal to the actual
Consolidated EBITDA generated by the Asset so disposed of during such four fiscal quarter
period; provided further that in the case of a Hotel Asset that shall be repositioned and where such Asset is fully closed
for renovations, upon the re-opening of such Asset, all Consolidated EBITDA allocable to such Asset prior to the re-opening shall
be excluded from the calculation of Consolidated EBITDA and instead Consolidated EBITDA will be increased by the amount of Pro
Forma EBITDA of such Asset, if any, (it being understood, for the avoidance of doubt, that such Asset’s actual Consolidated
EBITDA from (including) and after the re-opening date shall not be excluded); provided further still that no more than
10% of Consolidated EBITDA shall be Pro Forma EBITDA (provided, that to the extent such limitation is exceeded, the amount of
such of Pro Forma EBITDA shall be removed from the calculation of Consolidated EBITDA to the extent of such excess).


 






    9


     


    

 


“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Consolidated EBITDA
to (b) Consolidated Fixed Charges, in each case, of the Parent and its Subsidiaries for the period
of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required to be delivered
to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be; provided that (i) for
the fiscal quarter of the Parent ending on December 31, 2019, such ratio shall be calculated
based on the ratio of Adjusted Consolidated EBITDA to Consolidated Fixed Charges for such fiscal quarter, (ii) for the fiscal
quarter of the Parent ending on March 31, 2020, such ratio shall be calculated based on the ratio of Adjusted Consolidated EBITDA
to Consolidated Fixed Charges for the period of two consecutive fiscal quarters ending on such date and (iii) for the fiscal quarter
of the Parent ending on June 30, 2020, such ratio shall be calculated based on the ratio of Adjusted Consolidated EBITDA to Consolidated
Fixed Charges for the period of three consecutive fiscal quarters ending on such date.


 


“Consolidated
Fixed Charges” means, as of any date of determination, for the period of four consecutive fiscal quarters of the
Parent then most recently ended for which financial statements are required to be delivered to the Administrative Agent and the
Lenders pursuant to Section 5.03(b) or (c), as the case may be, for the Parent and its Consolidated Subsidiaries, the sum (without
duplication) of (i) Consolidated Interest Expense for such period, plus (ii) the scheduled principal amount of all amortization
payments (but not final balloon payments at maturity) for such period on all Consolidated Indebtedness; plus (iii) cash
distributions on Preferred Interests payable by the Parent or a Consolidated Subsidiary for such period and distributions made
by the Parent a Consolidated Subsidiary in such period for the purpose of paying dividends on Preferred Interests issued by such
Person(s).


 


“Consolidated
Indebtedness” means, at any time, the Indebtedness of the Parent and its Consolidated Subsidiaries; provided,
however, that Consolidated Indebtedness shall also include, without duplication, the JV Pro Rata Share of Indebtedness
for each Joint Venture.


 


“Consolidated
Interest Expense” means, as of any date of determination for the period of four
consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required to be delivered
to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may beany
applicable measurement period, the sum of (a) the aggregate cash interest expense of the Parent and its Consolidated
Subsidiaries for such period, as determined in accordance with GAAP, including capitalized interest and the portion of any payments
made in respect of capitalized lease liabilities allocable to interest expense, but excluding (i) deferred financing costs, (ii)
other non-cash interest expense and (iii) any capitalized interest relating to construction financing for an Asset to the extent
an interest reserve or a loan “holdback” is maintained in respect of such capitalized interest pursuant to the terms
of such financing as reasonably approved by the Administrative Agent, plus (b) such Persons’ JV Pro Rata Share of
the items described in clause (a) above of its Joint Ventures for such period.


 






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“Consolidated
Tangible Net Worth” means, as of a given date, the stockholders’ equity of the Parent and its Subsidiaries
determined on a Consolidated basis plus accumulated depreciation and amortization, less (to the extent included
when determining such stockholders’ equity): (a) the amount of any write-up in the book value of any assets reflected in
any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the
aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent
applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses
and other like assets which would be classified as intangible assets under GAAP, all determined on a Consolidated basis.


 


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


 


“Covenant
Waiver Period” means the period commencing on the Second Amendment Effective Date and ending on the earlier to occur
of (a) the date the Borrower is required to deliver a duly completed Compliance Certificate for the fiscal quarter ending June
30, 2021 pursuant to Section 5.03(d) (or, if earlier, the date on which the Borrower delivers such Compliance Certificate pursuant
to Section 5.03(d)) and (b) the date the Borrower delivers a Compliance Certificate in accordance with Section 5.03(d) with respect
to any fiscal quarter ending after the Second Amendment Effective Date but prior to June 30, 2021, together with a written notice
to the Administrative Agent irrevocably electing to terminate the Covenant Waiver Period concurrently with such delivery.


 


“Covenant
Waiver Period Termination Date” means the earlier date occurring under clauses (a) and (b) of the definition of
 “Covenant Waiver Period”.


 


“COVID-19
Relief Funds” means funds or credit or other support received by any Loan Party or any Subsidiary thereof from,
or with the credit or other support of, any Governmental Authority, (a) that is Unsecured Indebtedness and subordinated to the
Indebtedness under the Loan Documents, (b) that, at the time of application for, and receipt of, such funds, credit or other support
the Borrower reasonably expects that 100% of such Indebtedness will be eligible for forgiveness pursuant to the terms thereof,
and
(c) incurred with the intent to mitigate (in the good faith determination of the Borrower) through liquidity or other financial
relief the impact of the COVID-19 global pandemic on the business and operations of the Borrower and its Subsidiaries.


 


“Conversion”,
 “Convert” and “Converted” each refer to a conversion of Advances of one Type
into Advances of another Type.


 


“Current
Appraisal” means, as to any Asset on any date, an Appraisal with respect to such Asset that is dated no more
than twelve months prior to such date; provided that with respect to any Initial Borrowing Base Asset, an Appraisal with
a value date on or prior to December 30, 20202021
shall not be considered a Current Appraisal under this Agreement.


 


“Customary
Carve-Out Agreement” has the meaning specified in the definition of Non-Recourse Debt.


 


“Debt
for Borrowed Money” of any Person means all items that, in accordance with GAAP, would be classified as indebtedness
on a Consolidated balance sheet of such Person; provided, however, that in the case of the Parent and its Subsidiaries
 “Debt for Borrowed Money” shall also include, without duplication, the JV Pro Rata Share of Debt for Borrowed Money
for each Joint Venture; provided further that as used in the definition of “Consolidated Fixed Charge Coverage Ratio”,
in the case of any acquisition or disposition of any direct or indirect interest in any Asset (including through the acquisition
or disposition of Equity Interests) by the Parent or any of its Subsidiaries during the period of four consecutive fiscal quarters
of the Parent then most recently ended for which financial statements are required to be delivered to the Administrative Agent
and the Lenders pursuant to Section 5.03(b) or (c), as the case may be the term “Debt for Borrowed Money” (a) shall
include, in the case of an acquisition, any Debt for Borrowed Money directly relating to such Asset existing immediately following
such acquisition computed as if such indebtedness also existed for the portion of such period that such Asset was not owned by
the Parent or such Subsidiary, and (b) shall exclude, in the case of a disposition, for such period any Debt for Borrowed Money
to which such Asset was subject to the extent such Debt for Borrowed Money was repaid or otherwise terminated upon the disposition
of such Asset.


 






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


 


“Debtor
Subsidiary” has the meaning specified in Section 6.01(f).


 


“Deemed
FF&E Reserve” means, on any date of determinations, with respect to any Asset for the
period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required
to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may beany
applicable measurement period, an amount equal to 4% of the Gross Hotel Revenues for such fiscal period.


 


“Deemed
Management Fee” means, on any date of determination and with respect to any Asset for the
period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required
to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may beany
applicable measurement period, the greater of (i) an amount equal to 3.0% of the Gross Hotel Revenues of such Asset
for such fiscal period and (ii) all actual management fees payable in respect of such Asset during such fiscal period.


 


“Default”
means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both.


 


“Default
Rate” means (i) with respect to Advances made under the Term Loan Facility, a rate equal to 2.00% per annum above
the rate per annum required to be paid on Base Rate Advances made under the Term Loan Facility and (ii) with respect to Advances
under the Revolving Credit Facility and any interest, fee or other amount payable under the Loan Documents, a rate equal to 2.00%
per annum above the rate per annum required to be paid on Base Rate Advances made under the Revolving Credit Facility.


 


“Defaulting
Lender” means, subject to Section 9.10(b), any Lender that (a) has failed to (i) fund all or any portion of its
Commitments within two Business Days of the date any such Commitment was required to be funded by such Lender hereunder unless
such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
good faith determination that one or more conditions precedent to funding the Advance has not been satisfied (which conditions
precedent, together with the applicable default, if any, shall be specifically identified in such notice) or (ii) pay to the Administrative
Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has
notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation
to fund a Commitment hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within two Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be
a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Person. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed
to be a Defaulting Lender (subject to Section 9.10(a)) upon delivery of written notice of such determination to the Borrower and
each Lender.


 






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“Designated
Person” has the meaning specified in Section 4.01(x).


 


“Development
Assets” means all Real Property acquired for development into Hotel Assets that, in accordance with GAAP, would
be classified as development property on a Consolidated balance sheet of the Parent and its Subsidiaries.


 


“Direct
Owner” means, as to any Eligible Asset that is owned by or ground leased to a Subsidiary of the Borrower, any Subsidiary
of the Borrower that directly owns or ground leases a portion of such Eligible Asset.


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”)
among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not
include the Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


“Division
Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion
of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of
such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed
a Division Successor upon the occurrence of such Division.


 


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


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


“ECP”
means an eligible contract participant as defined in the Commodity Exchange Act.


 






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


 


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


 


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


 


“Eligible
Asset” has the meaning specified in the definition of “Eligible Asset Criteria.”


 


“Eligible
Asset Criteria” in order for any Asset to qualify as an Eligible Asset the Asset must meet and continue at all times
to satisfy each of the following criteria (each such Asset that meets such criteria being referred to as an “Eligible
Asset”):


 


(a)               
The Asset is a Hotel Asset located in the United States of America, and is a limited service, select service or full service
hotel that is rated “upscale”, “upper midscale”, “midscale” or better by Smith Travel Research.


 


(b)               
The Asset is wholly owned in fee simple directly by, or is ground leased pursuant to a Qualifying Ground Lease directly
to, the Borrower or a wholly owned Subsidiary of the Borrower that is a Guarantor and is leased to the applicable TRS Lessee pursuant
to an Operating Lease, provided however, that as concerns the Hampton Inn & Suites Silverthorne located in Silverthorne,
Colorado, the Asset is leased directly to the applicable Guarantor.


 


(c)               
The Asset is fully operating, open to the public, and not the subject of a Material Renovation.


 


(d)               
Each Direct Owner of such Asset and each Indirect Owner of each such Direct Owner must be organized in a state within the
United States of America or in the District of Columbia.


 


(e)               
No Direct Owner of such Asset and no Indirect Owner of such Direct Owner owns any Real Property other than Borrowing Base
Assets.


 


(f)                
The Asset is not, and no interest of the Borrower or any of its Subsidiaries therein is, subject to any (a) ground lease
(other than an Qualifying Ground Lease) or (b) Lien or Negative Pledge (in each case, other than pursuant to the Credit Documents
and Permitted Asset Encumbrances).


 


(g)               
The Borrower directly, or indirectly through a Subsidiary, has the right to take the following actions without the need
to obtain the consent of any Person: (i) create Liens on such Asset as security for Indebtedness of the Borrower or such Subsidiary,
as applicable and (ii) sell, transfer or otherwise dispose of such Asset (provided that any restrictions of the type described
in the proviso in the definition of “Negative Pledge” shall not be deemed to cause a failure to satisfy the conditions
set forth in clauses (i) and (ii) above)).


 


(h)               
The Asset is free of all material structural defects or architectural deficiencies, title defects, environmental or other
material matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse effect
on the value, use or ability to sell or refinance such Asset.


 






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(i)                
The Asset is operated by an Approved Manager or any other property manager approved by the Administrative Agent pursuant
to a Management Agreement approved by the Required Lenders in their reasonable discretion.


 


(j)                
The Equity Interests of each Direct Owner of such Asset and each Indirect Owner of each such Direct Owner constitute Collateral
and are not subject to any Liens (in each case, other than pursuant to the Credit Documents and Permitted Equity Encumbrances).


 


(k)                 No
Direct Owner of such Asset and no Indirect Owner of any such Direct Owner has incurred or otherwise is liable for any outstanding
Indebtedness (other than (w) Indebtedness under the Facilities, (x) trade payables incurred in the ordinary course of business,
(y) intercompany Indebtedness owed to a Loan Party and (z) in the case of an Indirect Owner, unsecured guaranties of Non-Recourse
Debt of a Subsidiary thereof for which recourse to such Indirect Owner is contractually limited to liability under a Customary
Carve-Out Agreement).


 


(l)                
No Direct Owner of such Asset and no Indirect Owner of any such Direct Owner is subject to any proceedings under any Debtor
Relief Law.


 


(m)             
The Asset is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any
adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and
taxed together with such Hotel Asset or any portion thereof; provided, however, that if two Hotel Assets are located on a single
tax lot, the Borrower may elect to treat such Hotel Assets for all purposes of the Credit Documents as one Hotel Asset, in which
case, such Hotel Asset shall be deemed to comply with this clause and such two components of such Hotel Asset shall be included
in and removed from the Borrowing Base Pool simultaneously and both must satisfy each of the Eligibility Asset Criteria for either
component to qualify as a Borrowing Base Asset.


 


(n)               
the Administrative Agent has a Current Appraisal with respect to such Asset; provided
that a Current Appraisal shall not be required with respect to any Asset that is an Initial Borrowing Base Asset prior to
the Borrowing Base Value Date with respect to such Asset.


 


“Eligible
Assignee” means with respect to the Revolving Credit Facility or the Term Loan Facility, (i) a Lender; (ii) an Affiliate
or an Approved Fund of a Lender; (iii) a commercial bank organized under the laws of the United States, or any State thereof,
respectively, and having total assets in excess of $500,000,000; (iv) a savings and loan association or savings bank organized
under the laws of the United States or any State thereof, and having total assets in excess of $500,000,000; (v) a commercial
bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements
with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such
country, and having total assets in excess of $500,000,000, so long as such bank is acting through a branch or agency located
in the United States; (vi) the central bank of any country that is a member of the OECD; (vii) a finance company, insurance company
or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of its business and having total assets in excess
of $500,000,000; and (viii) any other Person approved by the Administrative Agent, and, unless a Default has occurred and is continuing
at the time any assignment is effected pursuant to Section 9.07, approved by the Borrower, each such approval not to be unreasonably
withheld or delayed; provided, however, that neither any Loan Party nor any Affiliate of a Loan Party shall qualify
as an Eligible Assignee under this definition; and provided further that that neither a Defaulting Lender nor any Affiliate of
a Defaulting Lender nor any natural person shall qualify as an Eligible Assignee under this definition.


 






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“Environmental
Action” means any enforcement action, suit, demand, demand letter, claim of liability, notice of non-compliance
or violation, notice of liability or potential liability, investigation, enforcement proceeding, consent order or consent agreement
relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or
threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for
enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority
or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.


 


“Environmental
Law” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment,
injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment,
health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment,
storage, disposal, release or discharge of Hazardous Materials.


 


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Equity
Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests
in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition
from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.


 


“ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan
Party, or under common control with any Loan Party, within the meaning of Section 414 of the Code.


 


“ERISA
Event” means (a)(i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect
to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements
of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur
with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan;
(c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2)
of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation
of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;
(e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was
a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (g) the conditions
for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (h) the institution by the
PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described
in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such
Plan; or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 






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


 


“Eurodollar
Rate” means:


 


(a)               
for any Interest Period with respect to a Eurodollar Rate Advance, the rate per annum equal to the London Interbank Offered
Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for
U.S. Dollars for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;


 


(b)               
for any interest calculation with respect to a Base Rate Advance on any date, the rate per annum equal to LIBOR, at or
about 11:00 a.m., London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one
month commencing that day; and


 


(c)
provided
that
if the Eurodollar Rate shall be less than zero0.25%,
such rate shall be deemed zero0.25%
for purposes of this Agreement (except for any notional amount applicable to any portion
of the Term Loan Facility that is subject to a Guaranteed Hedge Agreement; provided, that for any such portion of the Term Loan
Facility to be excluded from the application of this clause (c) on any date of determination, the Borrower must have delivered
to the Administrative Agent prior to such date of determination a written notice identifying such Guaranteed Hedge Agreement and
the portion of the Term Loan Facility subject thereto, together with such supporting documentation as the Administrative Agent
may reasonably request).


 


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


 


“Events
of Default” has the meaning specified in Section 6.01.


 


“Excluded
Pledge Subsidiary” means any Subsidiary that (i) does not own, directly or
indirectly, all or any portion of a Borrowing Base Asset and (ii) has a payment obligation under Secured Indebtedness owed to
non-affiliates that by its terms does not permit the Equity Interests in such Subsidiary to be pledged.


 


“Excluded
Subsidiary” means any Subsidiary of the Borrower that is either:


 


(a)               
an Immaterial Subsidiary;


 


(b)               
prohibited from becoming a Guarantor by the terms of any agreement governing Non-Recourse Debt owed to a non-affiliate
(or by the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document
of the entity that is the borrower (or the direct parent of the borrower) under any Non-Recourse Debt);


 






    17


     


    

 


(c)               
 a Foreign Subsidiary for which providing a Guaranty of the Obligations would (i) violate applicable laws (including corporate
benefit, financial assistance, fraudulent preference, thin capitalization rules and similar laws or regulations which limit the
ability to provide credit support on local assets or properties) or (ii) reasonably be expected to violate or conflict with any
fiduciary duties of officers or directors of such Foreign Subsidiary; or


 


(d)               
a Foreign Subsidiary that is not otherwise an “Excluded Subsidiary” with respect to which the Administrative
Agent reasonably determines that the cost of obtaining a Guaranty from such Foreign Subsidiary exceeds the practical benefit to
the Lenders afforded thereby (including in the nature of stamp duties, notarization, registration or other costs that are disproportionate
to the benefit afforded thereby, or that cause such benefit to be otherwise unavailable in a practicable manner).


 


For the
avoidance of doubt and notwithstanding anything to the contrary contained herein, any Subsidiary of the Borrower that is a borrower,
guarantor or otherwise has provided security for, or has a payment obligation under, any Unsecured Indebtedness will not be an
Excluded Subsidiary and will be a Guarantor.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation
(or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s
failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act
at the time the Guaranty of such Guarantor becomes effective with respect to such related Swap Obligation.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,
and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) Taxes imposed as a result of current or former connections (other than such connections
arising from such Lender’s having executed, delivered, became a party to, performed its obligations under, received or perfected
a security interest under, engaged in any other transactions pursuant to, or enforced any Loan Documents, or sold or assigned
any interest in any Obligations or Loan Document) or any political subdivision thereof), (b) in the case of a Lender, U.S. federal
withholding tax imposed on amounts payable to or for the account of any Lender with respect to an applicable interest in an Advance
or Commitment pursuant to a law in effect on the date, including the Closing Date, on which such Lender acquires such interest
in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Sections 2.10(h) or 9.01(b))
or designates a new Lending Office (other than pursuant to a request by the Borrower under Section 2.10(g), except in each case
to the extent that, pursuant to this Section 2.12(a) or Section 2.12(c), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Person became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) any U.S. federal withholding tax imposed pursuant to FATCA and (d) Taxes attributable to such Recipient’s
failure to comply with Section 2.12(f) and (g).


 


“Existing
Debt” means Indebtedness of each Loan Party and its Subsidiaries outstanding on the Closing Date.


 


“Extension
Date” has the meaning specified in Section 2.16.


 


“Extension
Fee” has the meaning specified in Section 2.08(d).


 






    18


     


    

 


“Facility”
means the Revolving Credit Facility, the Term Loan Facility or any Incremental Term Loan Facility, as the context may require.


 


“Facility
Exposure” means, at any date of determination, the sum of (a) the aggregate principal amount of all outstanding
Advances, plus (b) all Obligations of the Loan Parties in respect of Guaranteed Hedge Agreements, valued at the Swap Termination
Value thereof.


 


“FASB
ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


“Federal
Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such
day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of
New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal
Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined
would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Fee
Letter” means any separate letter agreement executed and delivered by the Borrower or an Affiliate of the Borrower
and to which the Administrative Agent or the Arranger is a party, as the same may be amended, restated or replaced from time to
time.


 


“FF&E”
means all “furniture, furnishings and equipment” (as such phrase is commonly understood in the hotel industry) and
all appurtenances and additions thereto and substitutions or replacements thereof owned by the applicable Loan Party and now or
hereafter attached to, contained in or used in connection with the use, occupancy, operation or maintenance of the applicable
Hotel Asset, including, without limitation, any and all fixtures, furnishings, equipment, furniture, and other items of tangible
personal property, appliances, machinery, equipment, signs, artwork (including paintings, prints, sculpture and other fine art),
office furnishings and equipment, guest room furnishings, and specialized equipment for kitchens, laundries, drying, bars, restaurants,
spas, public rooms, health and recreational facilities, linens, dishware, two-way radios, all partitions, screens, awnings, shades,
blinds, rugs, carpets, hall and lobby equipment, heating, lighting, plumbing, ventilating, refrigerating, incinerating, elevators,
escalators, air conditioning and communication plants or systems with appurtenant fixtures, vacuum cleaning systems, call or beeper
systems, security systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials; generators,
boilers, compressors and engines; gas and electric machinery and equipment; facilities used to provide utility services; garbage
disposal machinery or equipment; communication apparatus, including television, radio, music, and cable antennae and systems;
attached floor coverings, window coverings, curtains, drapes and rods; storm doors and windows; stoves, refrigerators, dishwashers
and other installed appliances; attached cabinets; trees, plants and other items of landscaping; visual and electronic surveillance
systems; and swimming pool heaters and equipment, fuel, water and other pumps and tanks; irrigation equipment; reservation system
computer and related equipment; all equipment, manual, mechanical or motorized, for the construction, maintenance, repair and
cleaning of, parking areas, walks, underground ways, truck ways, driveways, common areas, roadways, highways and streets and all
equipment, fixtures, furnishings, and articles of personal property now or hereafter attached to or used in or about any such
Hotel Asset which is or may be used in or related to the planning, development, financing or operation thereof and all renewals
of or replacements or substitutions for any of the foregoing.


 






    19


     


    

 


“Fiscal
Year” means a fiscal year of the Parent and its Consolidated Subsidiaries ending on December 31 in any calendar
year.


 


“Foreign
Subsidiary” means a Subsidiary that is not a Domestic Subsidiary.


 


“Franchise
Agreements” means (a) on the Closing Date, the Franchise Agreements set forth on Part IV of Schedule 4.01(p) hereto,
and (b) any written franchise agreement in respect of a Hotel Asset after the Closing Date.


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting
profession in the United States of America, that are applicable to the circumstances as of the date of determination, consistently
applied.


 


“Good
Faith Contest” means the contest of an item as to which: (a) such item is contested in good faith, by appropriate
proceedings, (b) reserves that are adequate are established with respect to such contested item in accordance with GAAP and (c)
the failure to pay or comply with such contested item during the period of such contest could not reasonably be expected to result
in a Material Adverse Effect.


 


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


 


“Grantor”
means the applicable Loan Party that is a party to the Pledge Agreement.


 


“Gross
Hotel Revenues” means, with respect to any Asset, all revenues and receipts of every kind derived from operating
such Asset and parts thereof, including, without limitation, income (from both cash and credit transactions), before commissions
and discounts for prompt or cash payments, from rentals or sales of rooms, stores, offices, meeting space, exhibit space, or sales
space of every kind (including rentals from timeshare marketing and sales desks); license, lease, and concession fees and rentals
(not including gross receipts of licensees, lessees, and concessionaires); net income from vending machines; health club membership
fees; food and beverage sales; parking; sales of merchandise (other than proceeds from the sale of FF&E no longer necessary
to the operation of such Asset); service charges, to the extent not distributed to the employees at such Asset as, or in lieu
of, gratuities; and proceeds, if any, from business interruption or other loss of income insurance, all as determined in accordance
with GAAP; provided, however, that Gross Hotel Revenues shall not include gratuities to employees of such Asset; federal,
state, or municipal excise, sales, use, or similar taxes collected directly from tenants, patrons, or guests or included as part
of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss
of income insurance); condemnation proceeds; or any proceeds from any sale of such Asset.


 






    20


     


    

 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or
lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation
of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the
obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against
loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guaranteed
Hedge Agreement” means any Hedge Agreement that constitutes an interest rate swap, cap or collar agreement or an
interest rate future or option contract, in each case that is permitted under Article V and that is entered into by and between
any Loan Party and any Hedge Bank.


 


“Guaranteed
Obligations” has the meaning specified in Section 7.01.


 


“Guarantors”
means, collectively, each Subsidiary other than Excluded Subsidiaries.


 


“Guarantor
Deliverables” means each of the items set forth in Section 5.01(j).


 


“Guaranty”
means the Guaranty by the Guarantors pursuant to Article VII, together with any and all Guaranty Supplements required to be delivered
pursuant to Section 5.01(j) or Section 7.05.


 


“Guaranty
Supplement” means a supplement entered into by an Additional Guarantor in substantially the form of Exhibit D hereto.


 


“Hazardous
Materials” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls, radon gas and mold and (b) any other chemicals, materials or substances
designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.


 


“Hedge
Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts and other hedging agreements.


 


“Hedge
Bank” means any entity that is a Lender or an Affiliate of a Lender at the time it enters into a Guaranteed Hedge
Agreement in its capacity as a party to such Guaranteed Hedge Agreement.


 


“Hotel
Asset” means Real Property (other than any Joint Venture Asset) that operates or is intended to be operated as a
hotel, resort or other lodging for transient use of rooms or is a structure from which a hotel, resort or other lodging for transient
use of rooms is operated or intended to be operated.


 


“Immaterial
Subsidiary” means, on any date of determination, a Subsidiary of the Parent that on such date holds no assets other
than a de minimis amount of cash, cash equivalents and other assets.


 


“Increase
Date” has the meaning specified in Section 2.17(a).


 


“Increasing
Lender” has the meaning specified in Section 2.17(b).


 






    21


     


    

 


“Incremental
Revolving Increase” has the meaning specified in Section 2.17(a).


 


“Incremental
Term Advance” has the meaning specified in Section 2.01(c).


 


“Incremental
Term Loan Borrowing” means a borrowing consisting of simultaneous Incremental Term Advances of the same Type and
in the case of Eurodollar Rate Advances, having the same Interest Period made by each of the Incremental Term Loan Lenders pursuant
to the applicable Incremental Term Loan Facility Amendment.


 


“Incremental
Term Loan Commitment” means, as to each Incremental Term Loan Lender with respect to any Incremental Term Loan Facility,
its obligation to make Incremental Term Advances to the Borrower pursuant to Section 2.17 in an aggregate principal amount not
to exceed the amount set forth opposite such Incremental Term Loan Lender’s name on the applicable schedule to the Incremental
Term Loan Facility Amendment establishing such Incremental Term Loan Facility or opposite such caption in the Assignment and Acceptance
or Accession Agreement pursuant to which such Incremental Term Loan Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


“Incremental
Term Loan Increase” has the meaning specified in Section 2.17(a).


 


“Incremental
Term Loan IncreaseFacility”
has the meaning specified in Section 2.17(a).


 


“Incremental
Term Loan Facility Amendment” has the meaning specified in Section 2.17(g).


 


“Incremental
Term Loan Lender” means (a) at any time prior to the applicable Increase Date, any Lender that has an Incremental
Term Loan Commitment at such time and (b) at any time after the such Increase Date, any Lender that holds Incremental Term Advances
at such time.


 


“Incremental
Term Note” means a promissory note made by the Borrower in favor of an Incremental Term Loan Lender evidencing Incremental
Term Advances made by such Lender, substantially in the form of Exhibit A-3.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


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


 


(b)               
all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements
and capital maintenance agreements);


 


(c)               
net obligations of such Person under any Hedge Agreement;


 


(d)               
all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable
in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account
payable was created);


 


(e)               
Capitalized Leases, Synthetic Lease Obligations, Synthetic Debt and Off-Balance Sheet Arrangements;


 


(f)               
all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity
Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary
or involuntary liquidation preference plus accrued and unpaid dividends (other than any such obligation of such Person
if such Person, in its sole discretion, may satisfy such obligation by delivering (or causing to be delivered) common equity interests
in the Parent or a Subsidiary thereof that is not a Loan Party);


 






    22


     


    

 


(g)               
indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse; and


 


(h)               
all Guarantees of such Person in respect of any of the foregoing, excluding guarantees of Non-Recourse Debt for which recourse
is limited to liability under a Customary Carve-Out Agreement.


 


For all
purposes hereof: (a) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a
joint venturer, unless such Indebtedness is expressly made non-recourse to such Person, (b) the Indebtedness of the Parent and
its Consolidated Subsidiaries shall include, with respect to the foregoing items and components thereof attributable to Indebtedness
of non-wholly owned Subsidiaries, only the Parent’s Ownership Percentage thereof, (c) the amount of any net obligation under
any Hedge Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date and (d) the amount of
any Capitalized Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness
in respect thereof as of such date.


 


“Indemnified
Costs” has the meaning specified in Section 8.05(a).


 


“Indemnified
Party” has the meaning specified in Section 7.06(a).


 


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


 


“Indirect
Owner” means, as to any Eligible Asset owned by or ground leased to one or more Subsidiaries of the Borrower, each
other Subsidiary of the Borrower that owns a direct or indirect interest in the Direct Owners of such Eligible Asset.


 


“Information”
has the meaning specified in Section 9.11.


 


“Initial
Borrowing Base Assets” has the meaning specified in Section 3.01(a)(iv).


 


“Initial
Extensions of Credit” means the initial Borrowing hereunder.


 


“Initial
Lenders” has the meaning specified in the recital of parties to this Agreement.


 


“Insufficiency”
means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
ERISA.


 


“Interest
Expense” means, with respect to a Person for a given period, without duplication, (a) total interest expense of
such Person, including capitalized interest not funded under a construction loan interest reserve account, determined on a consolidated
basis in accordance with GAAP for such period, plus (b) such Person’s JV Pro Rata Share of Interest Expense of its
Joint Venture for such period. Interest Expense shall include the interest component of Obligations in respect of Capitalized
Leases and shall exclude the amortization of any deferred financing fees.


 






    23


     


    

 


“Interest
Period” means as to each Eurodollar Rate Advance, the period commencing on the date such Eurodollar Rate Advance
is disbursed or Converted to or continued as a Eurodollar Rate Advance and ending on the date one, two, three or six months thereafter
(in each case, subject to availability), as selected by the Borrower in its Notice of Borrowing, or such other period that is
less than six months requested by the Borrower and consented to by all the Lenders; provided that:


 


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


 


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


 


(iii)       no
Interest Period shall extend beyond the Termination Date.


 


“Investment”
means (a) any loan or advance to any Person, any purchase or other acquisition of any Equity Interests or Indebtedness or the
assets comprising a division or business unit or a substantial part or all of the business of any Person, any capital contribution
to any Person or any other direct or indirect investment in any Person, including, without limitation, any acquisition by way
of a merger or consolidation and any arrangement pursuant to which the investor incurs Indebtedness of the types referred to in
clause (iii) or (iv) of the definition of “Indebtedness” in respect of any Person, and (b) the purchase or other acquisition
of any real property.


 


“IRS”
means the United States Internal Revenue Service.


 


“Joint
Venture” means any joint venture (a) in which the Borrower or any of its Subsidiaries holds any Equity Interest,
(b) that is not a Subsidiary of the Borrower or any of its Subsidiaries and (c) the accounts of which would not appear on the
Consolidated financial statements of the Borrower.


 


“Joint
Venture Assets” means, with respect to any Joint Venture at any time, the assets owned by such Joint Venture at
such time.


 


“JV
Pro Rata Share” means, with respect to any Subsidiary of a Person (other than a wholly-owned Subsidiary) or any
Joint Venture of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed
as a percentage) in such Subsidiary or Joint Venture or (b) such Person’s relative direct and indirect economic interest
(calculated as a percentage) in such Subsidiary or Joint Venture, in each case determined in accordance with the applicable provisions
of the Organization Documents of such Subsidiary or Joint Venture.


 


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


 






    24


     


    

 


“Lenders”
means the Initial Lenders, each Acceding Lender that shall become a party hereto pursuant to Section 2.17 and each Person that
shall become a Lender hereunder pursuant to Section 9.07 for so long as such Initial Lender or Person, as the case may be, shall
be a party to this Agreement.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent,
which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless
the context otherwise requires each reference to a Lender shall include its applicable Lending Office.


 


“Leverage
Ratio” means, at any date of determination, the ratio of Total Indebtedness to Total Asset Value as
at the end of the period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements
are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be.


 


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


 


“LIBOR
Daily Floating Rate” means, for any day, a fluctuating rate of interest per annum equal to LIBOR, or a comparable
or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time
to time), at or about 11:00 a.m., London time, two (2) London Banking Days prior to such day, for U.S. dollar deposits with a
term of one (1) month commencing that day; provided that to the extent a comparable or successor rate is approved by the
Administrative Agent in connection herewith, the approved rate will be applied in a manner consistent with market practice; provided,
further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved
rate will be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


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


 


“LIBOR
Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine
LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time).


 


“LIBOR
Successor Rate” has the meaning specified in Section 2.09(c).


 


“LIBOR
Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes
to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and
other technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to
reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any
portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR
Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in
connection with the administration of this Agreement).


 


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including,
without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance
on title to real property.


 






    25


     


    

 


“Loan
Documents” means (a) this Agreement, (b) the Notes, (c) the Fee Letter, (d) each Guaranty Supplement (e) each Guaranteed
Hedge Agreement, (f) the Pledge Agreement, (g) each Incremental Term Loan Facility Amendment and (h) each other document or instrument
now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement; in each
case as the same may be amended, supplemented or otherwise modified from time to time.


 


“Loan
Parties” means the Parent, the Borrower and the Guarantors.


 


“London
Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.


 


“Management
Agreements” means (a) on the Closing Date, the Management Agreements set forth on Part III of Schedule 4.01(p) hereto
(as supplemented from time to time in accordance with the provisions hereof), and (b) any Management Agreement in respect of a
Borrowing Base Asset entered into after the Closing Date in compliance with Section 5.01(p).


 


“Margin
Stock” has the meaning specified in Regulation U.


 


“Material
Adverse Change” means a material adverse change in the business, assets, properties, liabilities (actual or contingent),
operations, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or
contingent), operations, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole,
(b) the rights and remedies of the Administrative Agent or any Lender under any Loan Document, (c) the ability of any Loan Party
to perform its Obligations under any Loan Document to which it is or is to be a party, or (d) the value, use or ability to sell
or refinance any Borrowing Base Asset.


 


“Material
Contract” means each contract to which the Parent or any of its Subsidiaries is a party involving aggregate consideration
payable to or by the Parent or such Subsidiary in an amount of $10,000,000 or more per annum or otherwise material to the business,
condition (financial or otherwise), operations, performance, properties or prospects of the Parent and its Subsidiaries, taken
as a whole. Without limitation of the foregoing, the Operating Leases, the Management Agreements and the Franchise Agreements
shall be deemed to comprise Material Contracts hereunder.


 


“Material
Debt” means Indebtedness or Guarantees (other than Indebtedness hereunder) of the Parent or any of its Subsidiaries
having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of (a) in the case of Recourse Debt, more than $10,000,000 and (b) in the
case of Non-Recourse Debt, $50,000,000.


 


“Material
Renovation” means any renovation of a Borrowing Base Asset the completion of which causes 25% or more of the rooms
located in such Asset to be unavailable for use for a period of forty-five (45) consecutive days or longer.


 


“Minimum
Value Condition” means, at any time, the Aggregate Borrowing Base Asset Value is at least $150,000,000150,000,000.


 


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


 






    26


     


    

 



“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions or as to which any Loan Party or any ERISA Affiliate has any obligation or liability
(whether by contract, indemnification or otherwise).


 


“Multiple
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates
or as to which any Loan Party or any ERISA Affiliate has any obligation or liability (whether by contract, indemnification or
otherwise) or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section
4064 or 4069 of ERISA in the event such plan has been or were to be terminated.


 


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


 


“Net
Cash Proceeds” means, as applicable:


 


(a)               
with
respect to any Transfer, all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries therefrom (including
any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise,
as and when received) in connection with such transaction less the sum of (i) any Tax Distributions and all income taxes and other
taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of such transaction (provided
that if such Tax Distributions or estimated taxes exceed the amount of actual Tax Distributions or taxes required to be paid
in cash in respect of such Transfer, the amount of such excess shall constitute Net Cash Proceeds), (ii) all reasonable and customary
out-of-pocket fees and expenses incurred in connection with such Transfer (including, to the extent reasonable and customary underwriting
discounts and commissions, but excluding any payments to Affiliates of a Loan Party), (iii) the principal amount of, premium,
if any, and interest on any Indebtedness (other than Indebtedness under the Loan Documents) secured by a Lien on the asset (or
a portion thereof) disposed of, which Indebtedness is required to be repaid in connection with such transaction or event and (iv)
all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities
associated with such sale, to the extent such reserve is required by GAAP or as otherwise required pursuant to the documentation
with respect to such Transfer, (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed
of at the time of, or within 30 days after, the date of such Transfer and (D) contractually required to be reserved for the payment
of indemnification obligations; provided that, to the extent and at the time any such amounts are released from such reserve
and received by such Loan Party or any of its Subsidiaries, such amounts shall constitute Net Cash Proceeds; and


 


(b)                 
with
respect to any issuance of Secured Non-Recourse Debt, the gross cash proceeds received by the Parent or any of its Consolidated
Subsidiaries therefrom less the sum of (i) all reasonable and customary fees, commissions, investment banking fees, attorneys’
fees, accountants’ fees, underwriting fees, costs, underwriting discounts and other reasonable and customary expenses incurred
in connection therewith except to the extent paid to an Affiliate of a Loan Party and (ii) amounts required to be deposited or
maintained in segregated accounts as reserves in connection with any such issuance of Secured Non-Recourse Debt.


 






    27


     


    

 


“Net
Operating Income” means, as of any date of determination, the amount obtained by subtracting Operating Expenses
from Operating Income, in each case for the period of four consecutive fiscal quarters of the
Parent then most recently ended for which financial statements are required to be delivered to the Administrative Agent and the
Lenders pursuant to Section 5.03(b) or (c), as the case may beany
applicable measurement period.


 


“New
Property” means each Hotel Asset acquired by the Borrower or any Subsidiary or any Joint Venture (as the case may
be) from the date of acquisition for a period of four full fiscal quarters after the acquisition thereof; provided, however,
that, upon the Seasoned Date for any New Property (or any earlier date selected by the Borrower), such New Property shall be converted
to a Seasoned Property and shall cease to be a New Property.


 


“Non-Consenting
Lender” has the meaning specified in Section 9.01(b).


 


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


 


“Non-Recourse
Debt” means Debt for Borrowed Money with respect to which recourse for payment is limited to (a) any building(s)
or parcel(s) of real property and any related assets encumbered by a Lien securing such Debt for Borrowed Money and/or (b) (i)
the general credit of the Subsidiary that has incurred such Debt for Borrowed Money, and/or the direct Equity Interests therein
and/or (ii) the general credit of the immediate parent entity of such Subsidiary, provided that such parent entity’s
assets consist solely of Equity Interests in such Subsidiary, it being understood that the instruments governing such Debt for
Borrowed Money may include customary carve-outs to such limited recourse (any such customary carve-outs or agreements limited
to such customary carve-outs, being a “Customary Carve-Out Agreement”) such as, for example, personal
recourse to the Parent or any Subsidiary for fraud, misrepresentation, misapplication or misappropriation of cash, waste, environmental
claims, damage to properties, non-payment of taxes or other liens despite the existence of sufficient cash flow, interference
with the enforcement of loan documents upon maturity or acceleration, voluntary or involuntary bankruptcy filings, violation of
loan document prohibitions against transfer of properties or ownership interests therein and liabilities and other circumstances
customarily excluded by lenders from exculpation provisions and/or included in separate indemnification and/or guaranty agreements
in non-recourse financings of real estate. For the avoidance of doubt, Debt for Borrowed Money that refinances Existing Debt shall
be permitted as Non-Recourse Debt, so long as such Debt for Borrowed Money meets all the requirements of Non-Recourse Debt.


 


“Non-Recourse
Guarantee” shall mean a Customary Carve-Out Agreement consisting of a guaranty or indemnity of Non-Recourse Debt.


 


“Note”
means a Revolving Note, a Term Note or an Incremental Term Note, as the context may require.


 


“Notice
of Borrowing” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Advance, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit B or
such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Notice
of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form
of Exhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or
electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


 






    28


     


    

 


“NPL”
means the National Priorities List under CERCLA.


 


“Obligation”
means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without
limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such
claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured
or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section
6.01(f). Without limiting the generality of the foregoing, the Obligations of any Loan Party under the Loan Documents include
(a) the obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and
other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount
in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan
Party, provided that in no event shall the Obligations of the Loan Parties under the Loan Documents include the Excluded
Swap Obligations.


 


“OECD”
means the Organization for Economic Cooperation and Development.


 


“OFAC”
has the meaning specified in the definition of Sanctions.


 


“Off-Balance
Sheet Arrangement” means any transaction, agreement or other contractual arrangement to which an entity unconsolidated
with the Parent is a party, under which a Loan Party has:


 


(a)                  
any obligation under a guarantee contract that has any of the characteristics identified in FASB ASC 460-10-15-4;


 


(a)                  
a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves
as credit, liquidity or market risk support to such entity for such assets;


 


(b)                 
any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument,
except that it is both indexed to the Borrower’s own stock and classified in stockholders’ equity in the Parent’s
statement of financial position, as described in FASB ASC 815-10-15-74; or


 


(c)                 
any obligation, including a contingent obligation, arising out of a variable interest (as defined in the FASB ASC Master
Glossary) in an unconsolidated entity that is held by, and material to, the Parent, where such entity provides financing, liquidity,
market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the Parent or
its Subsidiaries


 


“Operating
Expenses” means, with respect to any Borrowing Base Asset for any applicable measurement period, the actual costs
and expenses of owning, operating, managing, and maintaining such Borrowing Base Asset during such period, including, without
limitation, repairs, real estate and chattel taxes and bad debt expenses, but excluding (i) depreciation or amortization or other
noncash items, (ii) the principal of and interest on Debt for Borrowed Money, (iii) income taxes or other taxes in the nature
of income taxes, (iv) distributions to the shareholders, members or partners of the Borrowing Base Asset owner, and (v) capital
expenditures, payments (without duplication) for FF&E or into FF&E reserves or management fees actually paid or payable
during such period, all as determined in accordance with GAAP.


 


“Operating
Income” means, with respect to any Borrowing Base Asset for any applicable measurement period, all income received
from any Person during such period in connection with the ownership or operation of the Property, including, without limitation,
(i) the Gross Hotel Revenues, (ii) all amounts payable pursuant to any reciprocal easement and/or operating agreements, covenants,
conditions and restrictions, condominium documents and similar agreements affecting such Borrowing Base Asset (but excluding any
management agreements), and (iii) condemnation awards to the extent that such awards are compensation for lost rent allocable
to such period, all as determined in accordance with GAAP.


 






    29


     


    

 


“Operating
Lease” means any operating lease of a Borrowing Base Asset between the applicable Loan Party that owns such Borrowing
Base Asset (whether in fee simple or subject to a Qualifying Ground Lease) and the applicable TRS Lessee that leases such Borrowing
Base Asset, as each may be amended, restated, supplemented or otherwise modified from time to time.


 


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


 


“Other
Taxes” means all present or future stamp, court or documentary, excise, property, intangible, recording, filing
or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration
of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 


“Ownership
Percentage” means, as to any Subsidiary of the Parent, the Parent’s relative direct and indirect economic
interest (calculated as a percentage) in such Subsidiary, in each case determined in accordance with the applicable provisions
of the applicable Organization Document of such Subsidiary.


 


“Parent”
means Summit Hospitality JV, LP, a Delaware limited partnership.


 


“Parent
REIT” means Summit Hotels Properties, Inc., a Maryland corporation.


 


“Participant”
has the meaning specified in Section 9.07(g).


 


“Participant
Register” has the meaning specified in Section 9.07(g).


 


“Patriot
Act” has the meaning specified in Section 9.13.


 


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


 


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Single
Employer Plans or Multiple Employer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303,
304 and 305 of ERISA.


 


“Permitted
Asset Encumbrances” means: (a) Liens for taxes, assessments or governmental charges not yet due or which are being
contested in good faith and by appropriate proceedings diligently conducted (which actions or proceedings have the effect of preventing
the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained
on the books of the Borrower in accordance with GAAP; (b) easements, zoning restrictions, rights of way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and
do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business
of the Borrower or any Subsidiary thereof; (c) carriers’, warehouseman’s, mechanics’, materialmen’s, repairmen’s
or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days
or are being contested in good faith and by appropriate actions or proceedings diligently conducted (which actions or proceedings
have the effect of preventing the forfeiture or sale of the property of assets subject to any such Lien), if adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; and (d) the rights of tenants
under Tenancy Leases; provided that (i) such Tenancy Leases contain market terms and conditions, (ii) such rights of tenants
constituting Liens do not secure any Indebtedness, and (iii) such leases and subleases do not in any case materially detract from
the value of the property subject thereto; and (e) rights of lessors under Qualifying Ground Leases.


 






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“Permitted
Equity Encumbrances” means Liens for taxes, assessments or governmental charges which are (i) immaterial to the
Borrower and its Subsidiaries, taken as a whole, (ii) not overdue for a period of more than thirty (30) days or (iii) being contested
in good faith and by appropriate actions or proceedings diligently conducted (which actions or proceedings have the effect of
preventing the forfeiture or sale of the property of assets subject to any such Lien), if adequate reserves with respect thereto
are maintained on the books of the Borrower in accordance with GAAP.


 


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


 


“Plan”
means a Single Employer Plan or a Multiple Employer Plan.


 


“Platform”
has the meaning specified in Section 9.11.


 


“Pledge
Agreement” has the meaning specified in Section 3.01(a)(iii).


 


“Post
Petition Interest” has the meaning specified in Section 7.07(c).


 


“Preferred
Interests” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference
or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets,
whether by dividend or upon liquidation.


 


“Pro
Forma EBITDA” means, for any Asset, an amount equal to 90% of such Asset’s forecasted EBITDA for the first
four full fiscal quarters of such Asset’s operation (following the fiscal quarter during which such Asset opens, in the
case of a newly built Asset, or re-opens, in the case of a repositioned Asset), as determined by the Parent and calculated in
a manner consistent with the definition of Consolidated EBITDA and as reasonably approved by the Administrative Agent; provided,
however, that (a) Pro Forma EBITDA for the fourth full fiscal quarter of such Asset’s operation shall be adjusted
to be (x) the amount of Pro Forma EBITDA for such fourth full fiscal quarter multiplied by (y) a fraction the numerator of which
is the number of days in the fiscal quarter during which such Asset opens or re-opens, as applicable, from and including the first
day of such fiscal quarter to but excluding the opening or re-opening date of such Asset, as applicable, and the denominator of
which is the total number of days in such fiscal quarter during which such Asset opens or re-opens, and (b) Pro Forma EBITDA shall
be adjusted on the last day of each fiscal quarter, beginning with the last day of the first full fiscal quarter of such Asset’s
operation to remove the forecasted EBITDA attributable to such fiscal quarter; and on the last day of the fourth full fiscal quarter
of such Asset’s operation, Pro Forma EBITDA for such Asset shall be equal to zero. For the avoidance of doubt, until such
Asset has four full fiscal quarters of actual Consolidated EBITDA, it is intended that Consolidated EBITDA include (1) the actual
Consolidated EBITDA attributable to such Asset for the period commencing on the opening date or re-opening date, as applicable,
for such Asset and ending on the last date of the fiscal quarter during which such Asset opened or re-opened and (2) a correspondingly
adjusted amount of Pro Forma EBITDA for the fourth full fiscal quarter of such Asset’s operation.


 






    31


     


    

 


“Proposed
Increased Commitment” has the meaning specified in Section 2.17(b).


 


“Proposed
Borrowing Base Asset” has the meaning specified in Section 2.18(a).


 


“Pro
Rata Share” of any amount means, with respect to any Lender at any time, (a) in the case of the Revolving Credit
Facility, the product of such amount times a fraction (expressed as a percentage carried out to the ninth decimal place)
the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Commitments shall
have been terminated pursuant to Section 2.05 or 6.01 or have expired, such Lender’s Revolving Credit Commitment as in effect
immediately prior to such termination) and the denominator of which is the Revolving Credit Facility at such time (or, if the
Commitments shall have been terminated pursuant to Section 2.05 or 6.01 or have expired, the Revolving Credit Facility as in effect
immediately prior to such termination), (b) in the case of the Term Loan Facility, the product of such amount times a fraction
(expressed as a percentage carried out to the ninth decimal place) the numerator of which is, on or prior to the Closing Date,
the amount of such Lender’s Term Loan Commitment at such time and, thereafter, such Lender’s Facility Exposure at
such time with respect to the Term Loan Facility and the denominator of which is, on or prior to the Closing Date, the aggregate
amount of the Lenders’ Term Loan Commitments at such time and, thereafter, the aggregate Facility Exposure at such time
with respect to the Term Loan Facility and (c) in the case of any Incremental Term Loan Facility, the product of such amount times
a fraction (expressed as a percentage carried out to the ninth decimal place) the numerator of which is, on or prior to the applicable
Increase Date, the amount of such Lender’s Incremental Term Loan Commitment at such time and, thereafter, such Lender’s
Facility Exposure at such time with respect to the applicable Incremental Term Loan Facility and the denominator of which is,
on or prior to the applicable Increase Date, the aggregate amount of the Lenders’ Incremental Term Loan Commitments at such
time and, thereafter, the aggregate Facility Exposure at such time with respect to the applicable Incremental Term Loan Facility.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“Public
Lender” has the meaning specified in Section 9.11.


 


“Purchasing
Lender” has the meaning specified in Section 2.17(e).


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000
at the time such Swap Obligation is incurred or such other Person as constitutes an ECP under the Commodity Exchange Act or any
regulations promulgated thereunder.


 


“Qualifying
Ground Lease” means a ground lease of Real Property under which a wholly owned Subsidiary of
the Borrower is the lessee, which ground lease is in full force and effect and not subject to any default and that the Administrative
Agent determines, in its reasonable discretion, to be a financeable ground lease and that contains the following terms and conditions:
(a) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor, provided
however, if the lessor’s consent is received, then this condition shall be deemed satisfied; (b) the obligation of the lessor
to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement
of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures,
and fails to do so; (c) a remaining term (exclusive of any unexercised extension options that are subject to terms or conditions
not yet agreed upon and specified in such ground lease or an amendment thereto, other than a condition that the lessee not be
in default under such ground lease) of 30 years or more from the date the related Hotel Asset becomes a Borrowing Base Asset;
(d) reasonable provisions concerning transferability of the lessee’s interest under such lease, including the ability to
sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of
a leasehold estate demised pursuant to a ground lease.


 






    32


     


    

 


“Real
Property” means all right, title and interest of the Parent and each of its Subsidiaries in and to any land and
any improvements located thereon, together with all equipment, furniture, materials, supplies, personal property and all other
rights and property in which such Person has an interest now or hereafter located on or used in connection with such land and
improvements, and all appurtenances, additions, improvements, renewals, substitutions and replacements thereof now or hereafter
acquired by such Person.


 


“Recipient”
means the Administrative Agent or any Lender, as applicable.


 


“Recourse
Debt” means Indebtedness for which the Parent or any of its Subsidiaries has personal or recourse liability in whole
or in part, exclusive of Non-Recourse Debt and any Indebtedness for which such personal or recourse liability is limited to obligations
under Customary Carve-Out Agreements, and provided that no claim shall have been made under such Customary Carve-Out Agreements.


 


“Register”
has the meaning specified in Section 9.07(d).


 


“Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.


 


“REIT”
means a Person that is qualified and has elected to be treated for U.S. federal income tax purposes as a real estate investment
trust under Sections 856-860 of the Code.


 


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


 


“Release
Conditions” means, with respect to (i) the release of any Guarantor from its obligations under the Guaranty, (ii)
the release of any Collateral consisting of the Equity Interests in a Guarantor from the Liens created under the Pledge Agreement
or (iii) the removal of any Borrowing Base Asset from the Borrowing Base Pool (each a “Release Transaction”),
each of the following:


 


(a)        the
Borrower shall have delivered to the Administrative Agent, at least three (3) Business Days prior to the date of the proposed
Release Transaction, a written notice requesting such Release Transaction (a “Release Notice”), which
Release Notice shall identify the Equity Interests of any Guarantor to be released from the Liens created under the Pledge Agreement,
the Guarantor to be released from the Guaranty, or the Borrowing Base Asset to be removed from the Borrowing Base Pool, as applicable,
as part of the proposed Release Transaction, and the date proposed for consummation of the Release Transaction;


 


(b)       immediately
before and after giving effect to such Release Transaction, no Default or Event of Default has occurred and is continuing on such
date (or would exist immediately after giving effect to the proposed Release Transaction); and


 


(c)       at
least two (2) Business Days prior to the proposed release date, the Administrative Agent shall have received:


 






    33


     


    

 


(i)         a
duly completed Compliance Certificate as of the last day of the fiscal quarter or fiscal year, as applicable, of the Parent most
recently ended prior to such date for which financial statements are required to be delivered to the Administrative Agent and
the Lenders pursuant to Section 5.03(b) or (c), as the case may be, in form and substance reasonably satisfactory to the Administrative
Agent, giving pro forma effect to the proposed Release Transaction (and any related and contemplated transactions), demonstrating
in reasonable detail that (x) the Loan Parties are in compliance with the provisions of Section 5.04, (y) the Minimum Value Condition
is satisfied and (z) that Availability is not less than zero;


 


(ii)        an
updated list of Borrowing Base Assets; and


 


(iii)       a
certificate executed by a Responsible Officer of the Borrower certifying to the Administrative Agent that the conditions in clauses
(a) and (b) above have been satisfied.


 


“Release
Notice” has the meaning specified in the definition of “Release Conditions.”


 


“Release
Transaction” has the meaning specified in the definition of “Release Conditions.”


 


“Removal
Effective Date” has the meaning specified in Section 8.07(b).


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending
a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


“Replacement
Lender” has the meaning specified in Section 9.01(b).


 


“Required
Incremental Term Loan Lenders” means, as of any time with respect to any Incremental Term Loan Facility,
Incremental Term Loan Lenders owed or holding greater than 50% of the Incremental Term Loans of the applicable Incremental Term
Loan Facility; provided that at all times when there are two or more Lenders, the term “Required Incremental Term
Loan Lenders” shall in no event mean less than two Lenders. For purposes of this definition, any of the foregoing amounts
owed to or held by any Defaulting Lender shall be disregarded in determining Required Incremental Term Loan Lenders at any time.


 


“Required
Lenders” means, at any time, Lenders owed or holding greater than 50% of the sum of (a) the aggregate principal
amount of the Advances outstanding at such time and (b) the aggregate Unused Revolving Credit Commitments at such time; provided
that at all times when there are two or more Lenders, the term “Required Lenders” shall in no event mean less
than two Lenders. For purposes of this definition, any of the foregoing amounts owed to or held by any Defaulting Lender shall
be disregarded in determining Required Lenders at any time.


 


“Required
Revolving Lenders” means, at any time, Lenders owed or holding greater than 50% of the sum of (a) the aggregate
principal amount of the Advances outstanding at such time under the Revolving Credit Facility and (b) the aggregate Unused Revolving
Credit Commitments at such time; provided that at all times when there are two or more Lenders, the term “Required
Revolving Lenders” shall in no event mean less than two Lenders. For purposes of this definition, any of the foregoing amounts
owed to or held by any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time.


 


“Required
Term Loan Lenders” means, as of any time, Term Loan Lenders owed or holding greater than 50% of the aggregate principal
amount of the Advances outstanding at such time under the Term Loan Facility; provided that at all times when there are
two or more Lenders, the term “Required Term Loan Lenders” shall in no event mean less than two Lenders. For purposes
of this definition, any of the foregoing amounts owed to or held by any Defaulting Lender shall be disregarded in determining
Required Term Loan Lenders at any time.


 






    34


     


    

 


“Resignation
Effective Date” has the meaning specified in Section 8.07(b).


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, chief investment officer, chief
accounting officer, vice president, treasurer, assistant treasurer, controller, secretary, or general counsel of a Loan Party
or any entity authorized to act on behalf of such Loan Party, solely for purposes of the delivery of incumbency certificates pursuant
to Section 3.01, any assistant secretary of a Loan Party or entity authorized to act on behalf of such Loan Party and, solely
for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party, or entity authorized
to act on behalf of such Loan Party, so designated by any of the foregoing officers in a notice to the Administrative Agent or
any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan
Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party,
or entity authorized to act on behalf of such Loan Party, shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed
to have acted on behalf of such Loan Party.


 


“Restricted
Payments” has the meaning specified in Section 5.02(g).


 


“Revolving
Credit Advance” has the meaning specified in Section 2.01(a).


 


“Revolving
Credit Commitment” means, (a) with respect to any Lender at any time, the amount set forth opposite such Lender’s
name on Schedule I hereto under the caption “Revolving Credit Commitment” or (b) if such Lender has entered into an
Accession Agreement or one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative
Agent pursuant to Section 9.07(d) as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced
at or prior to such time pursuant to Section 2.05. The aggregate Revolving Credit Commitments of the Lenders on the Closing Date
shall be $125,000,000.


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the Lenders’ Revolving Credit Commitments at
such time.


 


“Revolving
Lender” means a Lender having a Revolving Credit Commitment, whether funded or unfunded.


 


“Revolving
Note” shall mean a promissory note of the Borrower payable to the order of any Lender, in substantially the form
of Exhibit A-1 hereto, evidencing the indebtedness of the Borrower to such Lender under the Revolving Credit Facility.


 


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


 


“Sale
and Leaseback Transaction” shall mean any arrangement with any Person providing for the leasing by the Parent or
any of its Subsidiaries of any Real Property that has been sold or transferred or is to be sold or transferred by the Parent or
such Subsidiary, as the case may be, to such Person.


 






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“Sanctions
Laws” has the meaning specified in Section 4.01(x).


 


“Sanctions”
means any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”),
the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other
relevant sanctions authority.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 2.09(c).


 


“Seasoned
Date” means, with respect to each Hotel Asset acquired by the Borrower or any Subsidiary or any Joint Venture (as
the case may be), the date which is four full fiscal quarters after the acquisition date thereof.


 


“Seasoned
Property” means each Hotel Asset acquired by the Borrower or any Subsidiary or any Joint Venture (as the case may
be) which has been owned for a period of more than four full fiscal quarters after the acquisition thereof.


 


“Second
Amendment Effective Date” means June 18, 2020.


 


“Secured
Indebtedness” means, with respect to the Parent and its Subsidiaries as of a given date, the portion of Total Indebtedness
that is secured in any manner by any Lien on any property or any Equity Interests in any direct or indirect Subsidiary of the
Parent or any Joint Venture.


 


“Secured
Non-Recourse Debt” means the portion of Secured Indebtedness that is Non-Recourse Debt.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, each co-agent or sub-agent
appointed by the Administrative Agent from time to time pursuant to Section 8.06, and the other Persons the Obligations owing
to which are or are purported to be secured by the Collateral under the terms of the Pledge Agreement.


 


“Secured
Recourse Indebtedness” means the portion of Secured Indebtedness that is not Non-Recourse Debt.


 


“Securities
Act” means the Securities Act of 1933, as amended to the date hereof and from time to time hereafter, and any successor
statute.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended to the date hereof and from time to time hereafter,
and any successor statute.


 


“Selling
Lender” has the meaning specified in Section 2.17(e).


 


“Single
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of any Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and the ERISA Affiliates or as
to which any Loan Party or any ERISA Affiliate has any obligation or liability (whether by contract, indemnification or otherwise)
or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4069
of ERISA in the event such plan has been or were to be terminated.


 


“Smith
Travel Research” means Smith Travel Research or a substitute lodging industry research company proposed by the Borrower
and approved by the Administrative Agent.


 






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“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or
any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based
Rate” means SOFR or Term SOFR.


 


“Solvent”
means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person, on
a going-concern basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities,
of such Person, (b) the present fair salable value of the assets of such Person, on a going-concern basis, 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, (c)
such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability
to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about
to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital.
The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time (including, without limitation, after taking into account appropriate discount factors for the present value
of future contingent liabilities), represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Subordinated
Obligations” has the meaning specified in Section 7.07.


 


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
50% or more of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall
or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership,
joint venture or limited liability company or (c) the beneficial interest in such trust or estate, in each case, is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one
or more of such Person’s other Subsidiaries. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.


 


“Supplemental
Agent” has the meaning specified in Section 8.01(b).


 


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


 


“Swap
Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of
any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge
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 Hedge
Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer
in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Synthetic
Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person
in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including
any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of
 “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance
with GAAP.


 






    37


     


    

 


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


 


“Tax
Distribution” means, with respect to any Transfer, an amount reasonably estimated to be equal to the taxable gain
or net income from such Transfer to be distributed by the Parent, and without duplication, any direct or indirect Subsidiary of
the Parent that has elected to be treated as a REIT in order to avoid income or excise taxes under the Code.


 


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


 


“Tenancy
Leases” means operating leases, subleases, licenses, occupancy agreements and rights-of-use entered into
by the Borrower or any of its Subsidiaries in its capacity as a lessor or a similar capacity in the ordinary course of business
that do not materially and adversely affect the use of the Real Property encumbered thereby for its intended purpose (excluding
any lease entered into in connection with a Sale and Leaseback Transaction).


 


“Term
Loan Advance” has the meaning specified in Section 2.01(b).


 


“Term
Loan Commitment” means, (a) with respect to any Lender at any time, the amount set forth opposite such Lender’s
name on Schedule I hereto under the caption “Term Loan Commitment” or (b) if such Lender has entered into an Accession
Agreement or one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative
Agent pursuant to Section 9.07(d) as such Lender’s “Term Loan Credit Commitment”, as such amount may be reduced
at or prior to such time pursuant to Section 2.05. The aggregate Term Loan Commitments of the Lenders on the Closing Date shall
be $75,000,000.


 


“Term
Loan Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Loan Commitments
at such time and (b) thereafter, the aggregate principal amount of the Term Loan
Advances of all Term Loan
Lenders outstanding at such time.


 


“Term
Loan Lender” means (a) on or prior to the Closing Date, any Lender that has a Term Loan Commitment at such time
and (b) at any time after the Closing Date, any Lender that holds Term Loan
Advances at such time.


 


“Term
Note” shall mean a promissory note of the Borrower payable to the order of any Term Loan Lender, in substantially
the form of Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such Lender under the Term Loan Facility.


 


“Term
SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative
Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is
based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion.


 






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“Termination
Date” means (a) with respect to the Revolving Credit Facility, the earlier of (i) October 8, 2023, subject to the
extension thereof pursuant to Section 2.16 and (ii) the date of termination in whole of the Revolving Credit Commitments pursuant
to Section 2.05 or 6.01, and (b) with respect to the Term Loan Facility, the earlier of (i) October 8, 2023, subject to the extension
thereof pursuant to Section 2.16, and (ii) the date of termination in whole of the Term Loan Commitments pursuant to Section 6.01
and (c) with respect to any Incremental Term Loan Facility, the maturity date set forth in the Incremental Term Loan Facility
Amendment establishing such Facility; provided, however, that, in each case, if such date is not a Business Day,
the Termination Date shall be the next preceding Business Day.


 


“Test
Date” means (a) the last day of each fiscal quarter of the Parent
for which financial statements are required to be delivered pursuant to Sections 5.03(b) or (c), as the case may be,
(b);
provided that (a) in connection with each Advance, Test Date shall mean the date of eachsuch
Advance, (c) the date of theb)
in connection with each addition of anya
Proposed Borrowing Base Asset to the Borrowing Base Pool pursuant to Section 2.18, (d)the
date of such addition, (c) in connection with each merger permitted
under Section 5.02(d),
the effective date of anysuch
merger,
(d) in connection with each Transfer permitted under Section 5.02(d), (e)(ii)(C),
the effective date of anysuch
Transfer permitted under Section 5.02(e)(ii)(C),
and (f)e)
with respect to an extension of the Termination Date pursuant to Section 2.16, the Extension Date.


 


“Total
Asset Value” means, as of any date of determination and without duplication,
the sum of: (a) the following amounts with respect to assets owned by the Parent or any of its Subsidiaries: (i) with respect
to each Asset that is a New Property, an amount equal to the lesser of (A) the acquisition price for such Asset paid by the Parent
or any of its Consolidated Subsidiaries to a non-affiliate and (B) the appraised “as is” value of such Asset as reflected
in a Current Appraisal; (ii) with respect to each Asset that is a Seasoned Property, the appraised “as is” value of
such Asset as reflected in a Current Appraisal; (iii) the amount of all Unrestricted Cash and Cash Equivalents held by the Borrower
and all Guarantors; and (iv) the undepreciated book value of all Development Assets and Unimproved Land (after any impairments);
provided that, notwithstanding the foregoing or anything to the contrary contained elsewhere, with respect to each Initial
Borrowing Base Asset, for the period from the Closing Date through and including its Borrowing Base Value Date, other
than in connection with the Borrower’s compliance with Sections 5.03(c)(ii) and (d) for
the Fiscal Year of the Parent ending December 31, 2021, the amount shall be equal to the
acquisition priceundepreciated
book value for such Initial Borrowing Base Asset paid
by the Parent or any of its Consolidated Subsidiaries to a non-affiliate(after
any impairments); plus (b) (i) the applicable JV Pro Rata Share of any
Joint Venture of the Parent of any asset described in clause (a) above and (ii) the gross book value of any investments consisting
of loans, advances and extensions of credit (including, without limitation, mezzanine loans) to any Person permitted under the
Credit Documents; provided, however, that the following asset concentration restrictions shall apply to the calculation
of Total Asset Value: (A) the maximum value allocable to Joint Venture Assets shall not exceed 15% of Total Asset Value; (B) the
maximum value allocable to Development Assets shall not exceed 15% of Total Asset Value based on the total budgeted costs attributable
to such Development Assets; (C) the maximum value allocable to Unimproved Land shall not exceed 5% of Total Asset Value; (D) the
maximum value allocable to Investments consisting of loans, advances and extensions of credit to any Person permitted under the
Credit Agreement shall not exceed 15% of Total Asset Value; (E) the maximum value allocable to improved Real Property that does
not constitute Hotel Assets shall not exceed 5% of Total Asset Value; and (F) the maximum value allocable to items (A) to (E)
above shall not exceed 30% of Total Asset Value (provided further that in each case, to the extent such limitation is exceeded,
the value of such assets shall be removed from the calculation of the Total Asset Value to the extent of such excess).


 






    39


     


    

 



 


“Total
Indebtedness” means, at any date of determination, all Consolidated Indebtedness of the Parent and its Consolidated
Subsidiaries as at the end of the most recently ended fiscal quarter of the Parent for which financial statements are required
to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be, plus
the JV Pro Rata Share of Indebtedness of any Joint Venture.


 


“Trading
with the Enemy Act” means the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive
order relating thereto.


 


“Transfer”
has the meaning specified in Section 5.02(e).


 


“TRS Lessee”
means a lessee of a Borrowing Base Asset pursuant to an Operating Lease.


 


“Type”
refers to the distinction between Advances bearing interest at the Base Rate, Advances bearing interest at the Eurodollar Rate
and Advances bearing interest at the LIBOR Daily Floating Rate.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as
in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect
of perfection or non-perfection or priority.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution.


 


“Unimproved
Land” means land on which no development (other than improvements that are not material and are temporary in nature)
has occurred.


 


“Unrestricted
Cash and Cash Equivalents” means, with respect to any Person, cash and Cash Equivalents of such Person that are
free and clear of all Liens and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of
such Person.


 


“Unsecured
Indebtedness” means, with respect to a Person, Indebtedness of such Person that is not Secured Indebtedness.


 


“Unused
Fee” has the meaning specified in Section 2.08(a).


 


“Unused
Revolving Credit Commitment” means, with respect to any Lender at any date of determination, (a) such Lender’s
Revolving Credit Commitment at such time less (b) the aggregate principal amount of all Revolving Credit Advances made
by such Lender and outstanding at such time.


 


“Updated
Appraisal” has the meaning specified in Section 2.19(a).


 


“U.S.
Tax Compliance Certificate” has the meaning specified in Section 2.12(g).


 









    40


     


    

 


“Voting
Interests” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person,
the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or the election
or appointment of persons performing similar functions) of such Person, even if the right so to vote has been suspended by the
happening of such a contingency.


 


“Welfare
Plan” means a welfare plan, as defined in Section 3(1) of ERISA, that is maintained for employees of any Loan Party
or in respect of which any Loan Party could have liability under applicable law.


 


“Withdrawal
Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down
and Conversion Powers” means, (a)
with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule,
and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to
cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which
that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other
person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend
any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary
to any of those powers.


 


Section
1.02.               Computation of Time Periods;
Other Definitional Provisions. In this Agreement
and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each
mean “to but excluding”. References in the Loan Documents to any agreement or contract “as amended”
shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with its terms. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation,
assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a Division as if it were a merger, transfer,
consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of
or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each
division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such
a Person or entity).


 


Section
1.03.               Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in
a manner consistent with that used in preparing the financial statements referred to in Section 4.01(g), except as otherwise specifically
prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation
of any financial covenant) contained herein, Indebtedness of the Parent and its Subsidiaries shall be deemed to be carried at
100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities
shall be disregarded.


 


(b)       Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change
in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that
reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating
thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.


 






    41


     


    

 


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


 


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


 


Section
1.06.               Interest Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with
respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”
or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation,
any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.


 


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


 


Article
II

AMOUNTS AND TERMS OF THE ADVANCES


 


Section
2.01.               The Advances.
(a) The Revolving Credit Advances. Each Revolving Lender severally agrees, on the terms and conditions hereinafter
set forth, to make advances (each, a “Revolving Credit Advance”) to the Borrower from time to time on
any Business Day during the period from the date hereof until the Termination Date in an amount for each such Revolving Credit
Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such time; provided, however, that after giving
effect to any Borrowing of Revolving Credit Advances, the aggregate amount of Revolving Credit Advances outstanding shall not
exceed the aggregate Revolving Credit Commitments. Each Borrowing shall consist of Revolving Credit Advances made simultaneously
by the Revolving Lenders ratably according to their Revolving Credit Commitments. Within the limits of each such Lender’s
Unused Revolving Credit Commitment in effect from time to time and prior to the Termination Date, and subject to the other terms
and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.06(a) and reborrow under
this Section 2.01(a). Revolving Credit Advances may be Base Rate Advances, Eurodollar Rate Advances or LIBOR Floating Rate Advances,
as further provided herein.


 






    42


     


    

 


(b)               
The Term Loan Advances. Each Term Loan Lender severally agrees, on the terms and conditions hereinafter set forth,
to make a single advance (each, a “Term Loan Advance”) to the Borrower on the Closing Date in an amount
not to exceed such Lender’s Term Loan Commitment. The Borrowing shall consist of Term Loan Advances made simultaneously
by the Term Loan Lenders ratably according to their Term Loan Commitments. The Borrower may prepay Term Loan Advances pursuant
to Section 2.06(a). The Borrower shall not have the right to reborrow any portion of the Term Loan Facility that is repaid or
prepaid. Term Loan Advances may be Base Rate Advances, Eurodollar Rate Advances or LIBOR Floating Rate Advances, as further provided
herein.


 


(c)               
Incremental Term Advances. Subject to the terms and conditions set forth herein and in an Incremental Term Loan
Facility Amendment, each Incremental Term Loan Lender severally agrees to make a single advance (each, an “Incremental
Term Advance”) to the Borrower on the applicable Increase Date in an amount not to exceed such Lender’s Incremental
Term Loan Commitment. Each Incremental Term Loan Borrowing shall consist of Incremental Term Advances made simultaneously by the
Incremental Term Loan Lenders ratably according to their Incremental Term Loan Commitments. The Borrower may prepay Incremental
Term Loan Advances pursuant to Section 2.06(a). The Borrower shall not have the
right to reborrow any portion of any Incremental Term Loan
Facility that is repaid or prepaid. Incremental Term Advances may be of such types as set forth in the related Incremental
Term Loan Facility Amendment.


 


Section
2.02.               Borrowings, Conversions and
Continuations. (a) Each Borrowing, each Conversion,
and each continuation of Eurodollar Rate Advances shall be made upon the Borrower’s irrevocable notice to the Administrative
Agent, which may be given by (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed
immediately by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by
the Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion
to or continuation of Eurodollar Rate Advances or of any conversion of Eurodollar Rate Advances to Base Rate Advances or LIBOR
Floating Rate Advances, and (ii) on the requested date of any Borrowing of Base Rate Advances or LIBOR Floating Rate Advances.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Advances shall be in a principal amount of $1,000,000 or a
whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Advances or LIBOR Floating Rate Advances
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Notice of Borrowing shall specify
(i) whether the Borrower is requesting a Borrowing, a conversion of Advances from one Type to the other, or a continuation of
Eurodollar Rate Advances, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall
be a Business Day), (iii) the Facility to which such Borrowing relates, (iv) the principal amount of Advances to be borrowed,
converted or continued, (v) the Type of Advances to be borrowed or to which existing Advances are to be converted, and (vi) if
applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Advance in a
Notice of Borrowing or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Advances shall be made as, or converted to, LIBOR Floating Rate Advances. Any such automatic conversion to LIBOR Floating Rate
Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar
Rate Advances. If the Borrower requests a Borrowing of, Conversion to, or continuation of Eurodollar Rate Advances in any such
Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.


 









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(b)               
 Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of
its Pro Rata Share of the applicable Advances, and if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any automatic conversion to LIBOR Floating Rate Advances described
in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Advance available to the Administrative
Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 P.M. on the Business Day specified
in the applicable Notice of Borrowing. Upon satisfaction of the applicable conditions set forth in Section 3.02 (and, if such
Borrowing is the Initial Extensions of Credit, Section 3.01), the Administrative Agent shall make all funds so received available
to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.


 


(c)               
Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances
for any Borrowing if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section
2.07(d)(ii) or 2.10 and (ii) after giving effect to all Borrowings, all Conversions, and all continuations of Advances as the
same Type, there may not be more than seven separate Interest Periods in effect hereunder at any time.


 


(d)               
Except as otherwise provided herein, a Eurodollar Rate Advance may be continued or converted only on the last day of an
Interest Period for such Eurodollar Rate Advance. During the existence of a Default, no Advances may be requested as, Converted
to or continued as Eurodollar Rate Advances without the consent of the Required Lenders.


 


(e)               
Unless the Administrative Agent shall have received notice from a Lender prior to (x) the date of any Borrowing consisting
of Eurodollar Rate Advances or (y) 1:00 P.M. on the date of any Borrowing consisting of Base Rate Advances or LIBOR Floating Rate
Advances that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of,
and at the time of, such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally
agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds
and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount
is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under
Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus
any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If
such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s
Advance as part of such Borrowing for all purposes. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(f)                
The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 8.05 are several and
not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under
Section 8.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such
date, and no Lender shall be responsible for the failure of any other Lender to make its Advance or to make its payment under
Section 8.05.


 









    44


     


    

 


(g)               
 If any Lender makes available to the Administrative Agent funds for any Advance to be made by such Lender as provided
in the provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Advance set forth in Article III are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


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


 


Section
2.03.               [Intentionally Omitted].



 


Section
2.04.               Repayment of Advances.
(a) Revolving Credit Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the
Revolving Lenders on the Termination Date in respect of the Revolving Credit Facility the aggregate outstanding principal amount
of the Revolving Credit Advances then outstanding.


 


(b)               
Term Loan Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Loan
Lenders on the Termination Date in respect of the Term Loan Facility the aggregate outstanding principal amount of the Term Loan
Advances then outstanding.


 


(c)               
Incremental Term Advances. The Borrower shall repay to the Incremental Term Loan Lenders with respect to any Incremental
Term Loan Facility on such date or dates as shall be specified therefor in the applicable Incremental Term Loan Facility Amendment.


 


Section
2.05.               Termination or Reduction of
the Commitments. (a) Optional. The
Borrower may, upon at least three Business Days’ notice received by the Administrative Agent no later than 11:00 A.M. on
such date, terminate in whole or reduce in part the Unused Revolving Credit Commitments; provided, however, that
each partial reduction thereof (i) shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and (ii) shall be made ratably among the Revolving Lenders in accordance with their Revolving Credit Commitments. The
Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility;
provided that any notice of termination may be conditioned upon the consummation of any financing or acquisition or similar
transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment
may be revoked or the effective date specified therein may be delayed.


 


(b)               
Mandatory. The Term Loan Commitments shall be automatically and permanently reduced to zero on the Closing Date
after giving effect to the making of the Borrowing of Term Loan Advances. The Incremental Term Loan Commitments with respect to
an Incremental Term Loan Facility shall be automatically and permanently reduced to zero on the date of the related Borrowing
of Incremental Term Advances and after giving effect thereto.


 


Section
2.06.               Prepayments.
(a) Optional. The Borrower may, upon same day notice in the case of Base Rate Advances or LIBOR Floating Rate Advances
and three Business Days’ notice in the case of Eurodollar Rate Advances, in each case in the form of a Notice of Loan Prepayment
received by the Administrative Agent no later than 11:00 AM on such date, stating the proposed date, aggregate principal amount
of the prepayment, the Facility and the Type(s) of Advances to be prepaid and, if Eurodollar Rate Advances are to be prepaid,
the Interest Period(s) of such Advances, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal
amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the aggregate principal amount prepaid; provided that any notice of prepayment in full may be
conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is
not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified
therein may be delayed; provided, however, that (i) each partial prepayment of (x) Eurodollar Rate Advances shall
be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and (y) Base Rate Advances
and LIBOR Floating Rate Advances shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in
excess thereof or, in each case, if less, the amount of the Advances outstanding and (ii) if any prepayment of a Eurodollar Rate
Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts
owing pursuant to Section 9.04(c). The Administrative Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s Pro Rata Share of such prepayment. Subject to Section 9.10, each such prepayment shall
be applied to the Advances of the Lenders in accordance with their respective Pro Rata Shares in respect of the relevant Facility.


 






    45


     


    

 


(b)               
Mandatory. (i) If for any reason Availability is less than $0, the Borrower shall prepay Advances within 15 days
in an aggregate amount necessary to cause Availability to be greater than or equal to $0.


 


(ii)               
During
the Covenant Waiver Period:


 


(A)              
the
Borrower shall prepay Advances in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party in connection
with any Transfer of any Asset or Assets (including any directly or indirectly owned Equity Interests), immediately upon receipt
thereof by such Person; 


 


(B)              
the
Borrower shall prepay Advances in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Parent or any of
its Consolidated Subsidiaries in connection with any issuance of Secured Non-Recourse Debt, immediately upon receipt thereof by
such Person; and


 


(C)              
if
for any reason Unrestricted Cash and Cash Equivalents of the Parent and its Consolidated Subsidiaries
exceeds $5,000,000 in the aggregate, the Borrower shall immediately prepay Revolving Credit Advances in an aggregate amount equal
to the lesser of the aggregate Revolving Credit Advances then outstanding and such excess.


 


(iii)
             
Each prepayment pursuant to the foregoing sentenceSection
2.06(b) shall be applied, first, to the outstanding Revolving Credit Advances then outstanding comprising part
of the same Borrowings (without any reduction of the Revolving Credit Facility) (ratably to each Revolving Lender in accordance
with such Lender’s Pro Rata Share) until paid in full, and second, to the Term Loan
Facility and each Incremental Term Loan Facility, on a pro rata basis (and shall be applied ratably to each Term Loan
Lender and each Incremental Term Loan Lender in accordance with each such Lender’s Pro Rata Share).


 


(iv)             
(ii) All prepayments under this subsection (b) shall be made together
with accrued interest to the date of such prepayment on the principal amount prepaid, and if any prepayment of a Eurodollar Rate
Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts
owing pursuant to Section 9.04(c).


 


Section
2.07.               Interest.
(a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance under a Facility
owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per
annum:


 


(i)                 
Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times
to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in respect of Base Rate Advances
under such Facility in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and
December during such periods, on the date such Base Rate Advance shall be Converted or paid in full, on the applicable Termination
Date and at such other times as may be specified herein.


 






    46


     


    

 


(ii)               
Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal
at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such
Advance plus (B) the Applicable Margin in respect of Eurodollar Rate Advances under such Facility in effect on the first
day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration
of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest
Period, on the date such Eurodollar Rate Advance shall be Converted or paid in full, on the applicable Termination Date and at
such other times as may be specified herein.


 


(iii)             
LIBOR Floating Rate Advances. During such periods as such Advance is a LIBOR Floating Rate Advance, a rate per annum
equal at all times to the sum of (A) the LIBOR Daily Floating Rate in effect from time to time plus (B) the Applicable
Margin in respect of LIBOR Floating Rate Advances under such Facility in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December during such periods and on the date such LIBOR Floating Rate Advance
shall be Converted or paid in full and at such other times as may be specified herein.


 


(b)               
Default Interest. Upon the occurrence and during the continuance of any Event of Default, the Borrower shall pay
interest on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to
in clause (a)(i) or (a)(ii) above and on demand, at a rate per annum equal at all times to the lesser of the maximum rate permitted
by applicable law and the Default Rate and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other
amount payable under the Loan Documents that is not paid when due, from the date such amount shall be due until such amount shall
be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at
all times to the Default Rate.


 


(c)               
Notice of Interest Rate. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest
rate applicable to any Interest Period for Eurodollar Rate Advances upon determination of such interest rate.


 


(d)               
Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.


 


Section
2.08.               Fees.
(a) Unused Fee. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders an unused
commitment fee (the “Unused Fee”), from the date hereof in the case of each Initial Lender that is a
Revolving Lender and from the effective date specified in the Assignment and Acceptance or the Accession Agreement, as the case
may be, pursuant to which it became a Revolving Lender in the case of each other Revolving Lender until the Termination Date in
respect of the Revolving Credit Facility, payable in arrears quarterly on the last day of each March, June, September and December,
commencing on the date hereof, and on the Termination Date in respect of the Revolving Credit Facility. The Unused Fee payable
for the account of each Revolving Lender shall be calculated for each period for which the Unused Fee is payable on the actual
daily Unused Revolving Credit Commitment of such Revolving Lender during such period at the per annum equal to 0.25%, subject
to adjustment as provided in Section 9.10.


 


(b)               
Other Fees. (i) The Borrower shall pay to the Administrative Agent and the Arranger for their own respective accounts
the fees, in the amounts and on the dates, set forth in the Fee Letter and such other fees as may from time to time be agreed
between the Borrower and the Administrative Agent or the Arranger. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.


 






    47


     


    

 


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


 


(c)               
Extension Fee. As a condition to the extension of the term of either of the Facilities pursuant to Section 2.16,
the Borrower shall pay to the Administrative Agent on or prior to the applicable Extension Date, for the ratable account of each
Lender, an extension fee (the “Extension Fee”), in an amount equal to 0.25% multiplied by the
aggregate amount of Revolving Credit Commitments (in the case of any extension of the term of the Revolving Credit Facility) or
Term Loans (in the case of an extension of the term of the Term Loan Facility) of the Lenders outstanding on the applicable Extension
Date immediately upon giving effect to such extension.


 


Section
2.09.               Inability to Determine Rates.



 


(a)               
If in connection with any request for a Eurodollar Rate Advance or LIBOR Floating Rate Advance or a Conversion to a Eurodollar
Rate Advance or LIBOR Floating Rate Advance or a continuation of a Eurodollar Rate Advance, (i) the Administrative Agent determines
that (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and
Interest Period of such Eurodollar Rate Advance or the applicable term with respect to any LIBOR Floating Rate Advance, or (B)
(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Advance or in connection with an existing or proposed Base Rate Advance or LIBOR Floating Rate Advance
and (y) the circumstances described in Section 2.09(c)(i) do not apply (in each case with respect to this clause (i), “Impacted
Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate Advance or LIBOR Floating Rate Advance does not adequately
and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Advance or LIBOR Floating Rate Advance, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain
Eurodollar Rate Advances and/or LIBOR Floating Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate
Advance , LIBOR Floating Rate Advance or Interest Periods), and (y) in the event of a determination described in the preceding
sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining
the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required
Lenders described in clause (ii) of Section 2.09(a), until the Administrative Agent upon instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of or Conversion
to Eurodollar Rate Advance or LIBOR Floating Rate or a continuation of Eurodollar Rate Advance (to the extent of the affected
Eurodollar Rate Advance, LIBOR Floating Rate Advance or Interest Periods, as applicable) or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Advances in the amount specified therein.


 


(b)               
Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section
2.09(a), the Administrative Agent, in consultation with the Borrower and affected Lenders, may establish an alternative interest
rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until
(i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence
of Section 2.09(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that
such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans,
or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for such Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative
rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material
restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower
written notice thereof.


 






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(c)               
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines
(which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative
Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have
determined, that:


 


(i)                 
adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without
limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely
to be temporary; or


 


(ii)               
the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available,
or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator
that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific
date, the “Scheduled Unavailability Date”); or


 


(iii)             
syndicated loans currently being executed, or that include language similar to that contained in this Section 2.09, are
being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this
Section 2.09 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving
or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and,
in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then
existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or
method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from
time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any
such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00
p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the
Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written
notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object
to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment;
provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any
SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market
practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent,
such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


If no LIBOR Successor
Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred
(as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation
of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate
Advances or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate.
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, Conversion to or continuation of
Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be
deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y))
in the amount specified therein.


 









    49


     


    

 


Notwithstanding anything
else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
zero0.25%
for purposes of this Agreement.


 


In connection with
the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to
this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment
implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.


 


Section
2.10.               Increased Costs; Reserves
on Eurodollar Rate Advances, Illegality; Mitigation Obligations.


 


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


 


(i)                 
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve
requirement contemplated by Section 2.10(e));


 


(ii)               
subject any Lender to any Taxes (excluding, for purposes of this Section 2.10, any increased costs resulting from (x) Taxes
described in clauses (b) and (c) of the definition of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.12
shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by
the foreign jurisdiction or state under the laws of which such Lender is organized, has its Lending Office or otherwise has current
or former connections (other than such connections arising from such Lender’s having executed, delivered, became a party
to, performed its obligations under, received or perfected a security interest under, engaged in any other transactions pursuant
to, or enforced any Loan Documents, or sold or assigned any interest in any Obligations or Loan Document) or any political subdivision
thereof) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or


 


(iii)             
impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar
Rate Advance made by such Lender;


 


and the result of any
of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Advance
(or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


(b)               
Capital Requirements. If any Lender determines in its reasonable discretion that any Change in Law affecting such
Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s
holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender,
to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to
capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 









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(c)               
 Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate
such Lender or its holding company as specified in clauses (a) or (b) of this Section 2.10 and delivered to the Borrower shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within
10 days after receipt thereof.


 


(d)               
Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.10 for any increased
costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect thereof).


 


(e)               
Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Advance
equal to the actual costs of such reserves allocated to such Advance by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Advance,
provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 10 days from receipt of such notice.


 


(f)                
Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference
to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the
London interbank market, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any
obligation of such Lender to make or continue Eurodollar Rate Advances or LIBOR Floating Rate Advances or to Convert Base Rate
Advances to Eurodollar Rate Advances or LIBOR Floating Rate Advances shall be suspended, and (b) if such notice asserts the illegality
of such Lender making or maintaining Base Rate Advances the interest rate on which is determined by reference to the Eurodollar
Rate component of the Base Rate, the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in
each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, Convert all Eurodollar Rate Advances and LIBOR Floating Rate Advances of such Lender to Base
Rate Advances (the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), in the case of Eurodollar Rate
Advances, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar
Rate Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Advances
and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar
Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without
reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it
is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted., together with any additional
amounts required pursuant to Section 9.04(c).


 









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(g)               
 Designation of a Different Lending Office. Each Lender may make any Advance to the Borrower through any Lending
Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Advance
in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.10(a) or 2.10(b), or requires
the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 2.10(f), then at the request of the Borrower
such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Advances hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12, 2.10(a) or 2.10(b),
as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.10(f), as applicable, and (ii) in
each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.


 


(h)               
Replacement of Lenders. If any Lender requests compensation under Section 2.10(a) or 2.10(b), or if the Borrower
is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.12 and, in each case, such Lender has declined or is unable to designate a different Lending
Office in accordance with Section 2.10(g), the Borrower may replace such Lender in accordance with Section 9.01(b).


 


Section
2.11.               Payments and Computations.
(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction
for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed,
at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 P.M. on the date
specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent after 2:00 P.M. shall be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest
or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding
Business Day.


 


(b)               
The Borrower hereby authorizes each Lender and each of its Affiliates, if and to the extent payment owed to such Lender
is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time,
to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender any amount so
due.


 


(c)               
Computations of Interest and Fees. All computations of interest based on part (a) of the definition of Base Rate
shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations
of interest based on the Eurodollar Rate, the LIBOR Daily Floating Rate or the Federal Funds Rate and of fees shall be made by
the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Interest shall accrue
on each Advance for the day on which the Advance is made, and shall not accrue on an Advance, or any portion thereof, for the
day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made
shall, subject to clause (a) above, bear interest for one day. Each determination by the Administrative Agent of an interest rate,
fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.


 






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(d)         
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make
such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative
Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, cause to be distributed
to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall
not have so made such payment in full to the Administrative Agent, each such Lender severally agrees to repay to the Administrative
Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


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


 


Section
2.12.             Taxes.
(a) Any and all payments by any Loan Party to or for the account of any Lender or the Administrative Agent hereunder or
under any other Loan Document shall be made, in accordance with Section 2.11 or the applicable provisions of such other Loan Document,
if any, free and clear of and without deduction or withholding for any and all Taxes, except as required by Applicable Law. If
any Loan Party or the Administrative Agent shall be required by Applicable Law (as determined in the good faith discretion of
the applicable withholding agent) to deduct or withhold any Tax from or in respect of any sum payable hereunder or under any other
Loan Document to any Lender or the Administrative Agent, (i) such withholding agent shall make all such deductions and withholding
(ii) such withholding shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased
as may be necessary so that after such deductions and withholdings have been made (including deductions and withholdings applicable
to additional sums payable under this Section 2.12) such Lender or the Administrative Agent, as the case may be, receives an amount
equal to the sum it would have received had no such deductions or withholdings been made.


 


(b)          In
addition, each Loan Party shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the
option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(c)          Without
duplication of Sections 2.12(a) or 2.12(b), the Loan Parties shall indemnify each Lender and the Administrative Agent for and
hold them harmless against the full amount of Indemnified Taxes and Other Taxes, and for the full amount of Indemnified Taxes
and Other Taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.12, imposed on or
paid by such Lender or the Administrative Agent (as the case may be), or required to be withheld or deducted from a payment to
such Loan Party or the Administrative Agent and any liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Loan Parties
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error. This indemnification shall be made within 10 days from the date such Lender or the
Administrative Agent (as the case may be) makes written demand therefor.


 


(d)          Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for
such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 9.07 relating to the maintenance of a Participant Register and
(iii) any Excluded Taxes attributable to such Lender, in each case that are payable or paid by the Administrative Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Agent under
this paragraph (d).


 






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(e)          Within
30 days after the date of any payment of Taxes, the appropriate Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment, to the extent such receipt
is issued therefor, or other evidence of payment thereof reasonably satisfactory to the Administrative Agent. In the case of any
payment hereunder or under the other Loan Documents by or on behalf of a Loan Party through an account or branch outside the United
States or by or on behalf of a Loan Party by a payor that is not a United States person, if such Loan Party determines that no
Taxes are payable in respect thereof, such Loan Party shall furnish, or shall cause such payor to furnish, to the Administrative
Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from
Taxes. For purposes of subsections (e) and (g) of this Section 2.12, the terms “United States” and “United
States person” shall have the meanings specified in section 7701 of the Code.


 


(f)           Any
Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to
the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Section 2.12(g) below) shall not be required if in the applicable Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the
legal or commercial position of such Lender.


 


(g)          Each
Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender, and on the date of the Assignment and Acceptance or Accession Agreement
pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested
in writing by the Borrower or the Administrative Agent (but only so long thereafter as such Lender remains lawfully able to do
so), provide each of the Administrative Agent and the Borrower with (i) executed copies of IRS Forms W-8BEN, W-8BEN-E or W-8ECI,
as appropriate, or any successor or other form prescribed by the IRS, certifying that such Lender is exempt from or entitled to
a reduced rate of United States federal withholding tax on payments pursuant to this Agreement or any other Loan Document or,
in the case of a Lender claiming the benefit of the exemption for portfolio interest under section 881(c) of the Code (x) a certificate
reasonably acceptable to the Borrower and the Administrative Agent to the effect that such Lender is not (A) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Loan Party within the
meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C)
of the Code (a “U.S. Tax Compliance Certificate” and (y) executed copies of an IRS Form W-8BEN or W-8BEN-E,
(ii) to the extent such Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from
each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners
of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf
of each such direct and indirect partner and (iii) executed copies of any other form prescribed by Applicable Law as a basis for
claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation
as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made. Upon the request of the Borrower or the Administrative Agent, any Lender that is a United States person shall
deliver to the Borrower and the Administrative Agent executed copies of IRS Form W-9 (or any successor form) certifying that such
Lender is exempt from U.S. federal backup withholding tax. If a payment made to a Lender under any Loan Document would be subject
to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by
the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary
for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for the purposes of this subsection (g), “FATCA” shall include any amendments made to FATCA after the date
of this Agreement. Each Lender shall promptly notify the Borrower and the Administrative Agent of any change in circumstances
that would modify or render invalid any claimed exemption from or reduction of Taxes.


 






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(h)          If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or
Other Taxes as to which it has received an indemnification payment pursuant to this Section 2.12 (including by the payment of
additional amounts pursuant to this Section 2.12), it shall pay to the indemnifying party an amount equal to such refund (but
only to the extent of indemnity payments made under this Section with respect to the Indemnified Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request
of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party
is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h)
the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its
Taxes that it deems confidential) to the indemnifying party or any other Person. No party shall have any obligation to pursue,
or any right to assert, any refund of Taxes or Other Taxes that may be paid by another party.


 


(i)           For
any period with respect to which a Lender has failed to provide the Borrower with the appropriate form or other document described,
and required to be provided, in subsection (f) or (g) above (other than if such failure is due to a change in law, or in
the interpretation or application thereof, occurring after the date on which a form or other document originally was required
to be provided or if such form or other document otherwise is not required under subsection (f) or (g) above), such Lender shall
not be entitled to indemnification under subsection (a) or (c) of this Section 2.12 with respect to Taxes imposed by the United
States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form or other document required hereunder, the Loan Parties shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes.


 


(j)           Without
prejudice to the survival of any other agreement of any party hereunder or under any other Loan Document, the agreements and obligations
under this Section 2.12 shall survive the resignation or replacement of the Administrative Agent, the assignment of rights by,
or the replacement of, a Lender, the termination of the Commitments and the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.


 






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Section
2.13.             Sharing of Payments, Etc.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of the Advances made by it resulting in such Lender’s receiving payment of a proportion of the aggregate
amount of such Advance and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Advances of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Advances and other amounts owing them, provided that:


 


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


 


(ii)          the
provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Advances to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to
which the provisions of this Section 2.13 shall apply).


 


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


 


(b)          The
provisions of this Section 2.13 shall be subject to the provisions of Section 9.10(a)(ii).


 


Section
2.14.               Use of Proceeds.
The proceeds of the Advances made on the Closing Date shall be available (and the Borrower agrees that it shall use such proceeds)
forto
(i) to
fund Borrower’s acquisition of the Hilton Garden Inn - San Francisco Airport North in San Francisco, CA,
the Hilton Garden Inn - San Jose / Milpitas in Milpitas, CA, the Residence Inn - Portland Downtown / Riverplace in Portland, OR
and the Residence Inn - Portland / Hillsboro in Hillsboro, OR (collectively, the “Acquisition”), (ii)
finance the 88-guestroom Hampton Inn & Suites - Silverthorne located in Silverthorne, CO owned by Silverthorne JV 147, LLC,
and (iii) fund the payment of fees, costs and expenses in connection with the Acquisition. Any subsequent Advances shall be for
general corporate purposes not in contravention of any law or of any Loan Document.;
provided that, all Revolving Credit Advances made during the Covenant Waiver Period shall be used solely for (x) capital
expenditures incurred in connection with emergency repairs, life safety repairs and ordinary course maintenance repairs (including
brand standard requirements), (y) discretionary capital expenditures for the Residence Inn - Portland Downtown / Riverplace in
Portland, OR, provided that the aggregate principal amount of Revolving Credit Advances used for such purpose during the
Covenant Waiver Period shall not exceed $9,000,000 and (z) Operating Expense deficits, provided that the aggregate principal
amount of Revolving Credit Advances used for such purpose during the Covenant Waiver Period shall not exceed $3,000,000.
The Borrower will not directly or indirectly use the
proceeds of the Advances, or lend, contribute or otherwise make available to any Subsidiary, joint venture partner or other Person
such extensions of credit or proceeds, (A) to fund any activities or businesses of or with any Person, or in any country or territory,
that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (B) in any other manner that would
result in a violation of Sanctions by any Person (including any Person participating in the Facility, whether as underwriter,
advisor, investor, or otherwise) or any Anti-Corruption Laws.


 






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Section
2.15.            Evidence of Debt.
(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to
the Borrower (with a copy of such notice to the Administrative Agent) to the effect that one or more promissory notes or other
evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement
or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender,
with a copy to the Administrative Agent, a Note or Notes, in substantially the form of Exhibit A-1 or Exhibit A-2 (as applicable)
hereto, payable to the order of such Lender in a principal amount equal to the Revolving Credit Commitment or Term Loan Commitment,
respectively, of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
To the extent no Note has been issued to a Lender, this Agreement shall be deemed to comprise conclusive evidence for all purposes
of the indebtedness resulting from the Advances and extensions of credit hereunder.


 


(b)          The
Administrative Agent shall maintain the Register in accordance with Section 9.07(d). In the event of any conflict between the
accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error.


 


(c)          Entries
made in good faith by the Administrative Agent in the Register, and by each Lender in its account or accounts pursuant to subsection
(a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under
this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender
to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise
affect the obligations of the Borrower under this Agreement.


 


Section
2.16.             Extension of Termination Date.
At least 90 days but not more than 120 days prior to the Termination Date in respect of the Revolving Credit Facility or the Term
Loan Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities,
a single consecutive twelve-month extension of the applicable Termination Date. The Administrative Agent shall promptly notify
each Lender of such request and the Termination Date in respect of the Revolving Credit Facility and/or the Term Loan Facility,
as applicable, in effect at such time shall, effective as at such Termination Date (the “Extension Date”),
be extended for an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described
in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall
have received for the account of each Lender a certificate signed by a Responsible Officer of the Borrower, dated the Extension
Date, stating that: (i) the representations and warranties of any Loan Party contained in Article IV or any other Loan Document,
or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct
in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except to the
extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and
as of such Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of
such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section
4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and (c), respectively, and
(ii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Loan Parties
are in compliance with the covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately
after such extension, together with supporting information demonstrating such compliance. In the event that an extension of the
Revolving Credit Facility, the Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to
the provisions of Sections 2.05, 2.06 and 6.01), the aggregate principal amount of all Revolving Credit Advances and/or Term Loan
Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended.
As of an Extension Date, any and all references in this Agreement, the Revolving Notes, if any, the Term Loan
Notes, if any, or any of the other Loan Documents to the “Termination Date” with respect to the Revolving
Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination
Date in respect of the Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended.


 






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Section
2.17.             Increase in the Aggregate Commitments.
(a) The Borrower may, at any time, by written notice to the Administrative Agent, request (i) an increase in the aggregate
amount of the Revolving Credit Commitments (each such increase, an “Incremental Revolving Increase”),
(ii) an increase in the aggregate amount of the Term Loan Facility (each such increase, an “Incremental Term Loan
Increase”), and/or (iii) add one or more new pari passu tranches of term loans (each an “Incremental
Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase and Incremental
Term Loan Increase are collectively referred to as a “Commitment Increase”), in each case by not less
than $25,000,000 (or such other amount as may be agreed between the Administrative Agent and the Borrower) to be effective as
of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”)
as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the
aggregate principal amount of the Facilities at any time exceed $500,000,000 in the aggregate, and (ii) on the date of any request
by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III
shall be satisfied.


 


(b)          The
Administrative Agent shall promptly notify the Lenders of each request by the Borrower for a Commitment Increase, which notice
shall include (i) the proposed amount of such requested Commitment Increase, (ii) the Facility to which such Commitment Increase
relates, (iii) the proposed Increase Date and (iv) the date by which Lenders wishing to participate in the Commitment Increase
must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each
Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”)
shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount
by which it is willing to increase its Commitment in respect of the applicable Facility (the “Proposed Increased Commitment”).
If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by
an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated
to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s
Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments.


 


(c)          Promptly
following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders
are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate
in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower
may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has
not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment
of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.


 






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(d)          On
each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance
with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable
increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested
Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence
of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have
been satisfied on or prior to such Increase Date:


 


(i)           The
following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate
signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that:


 


(A)         the
representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in
any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
(except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects)
on and as of the Increase Date, before and after giving effect to such Commitment Increase and the application of the proceeds,
if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality,
in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties
contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections
Sections
5.03(b) and (c), respectively, of Section 5.03; and


 


(B)         no
Default or Event of Default has occurred and is continuing, or would result from Commitment Increase;


 


(ii)          the
Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent:


 


(A)         an
accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative
Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent
and the Borrower;


 


(B)          confirmation
from each Increasing Lender of the increase in the amount of its applicable Commitment in a writing reasonably satisfactory to
the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I
to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower;


 


(C)          a
certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as
of the Increase Date the conditions specified in clause (d)(i) above have been satisfied;


 


(D)         if
not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual
performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize
such Commitment Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing
the guaranty of such Commitment Increase;


 


(E)          a
supplement to this Agreement executed by the Borrower and any Lender providing such Commitment Increase which supplement may include
such amendments to this Agreement as the Administrative Agent deems reasonably necessary or appropriate to implement the transactions
contemplated by this Section 2.17, together with the consent of the Guarantors thereto;


 


(F)          if
requested by the Administrative Agent or any new Lender or Lender providing such Commitment Increase, officer’s certificates
of the type delivered on the Closing Date and opinions of counsel to the Loan Parties, addressed to the Administrative Agent and
the Lenders, covering such matters as reasonably requested by the Administrative Agent;


 






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(G)          if
requested by any Incremental Term Loan Lender or any Acceding Lender, a Note executed by the Borrower, payable to such Lender
in the amount of its applicable Commitment;


 


(iii)         upon
the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied
with, all necessary information in connection with the Patriot Act, the Beneficial Ownership Regulation (including a Beneficial
Ownership Certification), “know your customer” requirements, and other customary requirements, not later than five
(5) Business Days prior to the Increase Date to the extent such information is requested not later than ten (10) Business Days
prior to such date;


 


(iv)         the
Borrower shall pay any applicable fees as are payable in connection with such Commitment Increase;


 


On each Increase Date, upon fulfillment
of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify
the Lenders (including, without limitation, each Acceding Lender) and the Borrower of the occurrence of the Commitment Increase
to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing
Lender and each Acceding Lender on such date.


 


(e)          On
each Increase Date with respect to an Incremental Revolving Increase, to the extent the Revolving Credit Advances then outstanding
and owed to any Revolving Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s
pro rata share (calculated immediately following the effectiveness of the Commitment Increase) of all Revolving Credit Advances
then outstanding and owed to all Revolving Lenders (each such Lender, including any Acceding Lender participating in such Commitment
Increase, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance,
shall be deemed to have purchased an assignment of a pro rata portion of the Revolving Credit Advances then outstanding
and owed to each Revolving Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount
sufficient such that following the effectiveness of all such assignments the Revolving Credit Advances outstanding and owed to
each Revolving Lender Facility shall equal such Lender’s pro rata share (calculated immediately following the effectiveness
of the Commitment Increase on the Increase Date) of all Revolving Credit Advances then outstanding and owed to all Revolving Lenders.
The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender
in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its
required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later
than 12:00 P.M. on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount
to each of the Selling Lenders entitled to receive such payments at its Lending Office. If in connection with the transactions
described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c),
then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably
incurred.


 


(f)           On
each Increase Date with respect to an Incremental Term Loan Increase, each Term Loan Lender participating in such Incremental
Term Loan Increase shall make the amount of its Term Loan
Advance available in accordance with the conditions and procedures set forth in Section 2.02.


 






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(g)          On
each Increase Date with respect to an Incremental Term Loan Facility, each Lender participating in such Incremental Term Loan
Facility shall make the amount of its Incremental Term Advances available in accordance with the conditions and procedures set
forth in Section 2.02. Incremental Term Loan Facilities and Incremental Term Advanced may be made hereunder pursuant to
a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”)
of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including
any Acceding Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term
Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 9.01, the Incremental Facility
Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section
2.17. Each Incremental Term Loan Facility and the related Incremental Term Advances will be on such terms (including as to amortization
and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender with respect to such Incremental Term Loan
Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Advances (other than final
maturity) are not the same as any then existing Term Loan
Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender,
but such Incremental Term Advances will not in any event have a maturity date earlier than the latest Termination Date (including
any extension option) of any then existing Facility.


 


(h)          This
Section shall supersede any provisions in Section 2.13 or 9.01 to the contrary.


 


Section
2.18.              Borrowing Base Asset Provisions.



 


(a)          Designation
of Borrowing Base Assets. The Borrower may from time to time propose an Eligible Asset (a “Proposed Borrowing
Base Asset”) to be designated as a new Borrowing Base Asset. The designation of any Eligible Asset as a Borrowing
Base Asset shall be subject to the following conditions:


 


(i)           The
receipt by the Administrative Agent of a written request to designate the Proposed Borrowing Base Asset as a new Borrowing Base
Asset accompanied by each of the following:


 


(A)         a
Borrowing Base Asset Designation Package with respect to the Proposed Borrowing Base Asset;


 


(B)          a
duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the
Proposed Addition Date for which financial statements are required to be delivered to the Administrative Agent and the Lenders
pursuant to Section 5.03(b) or (c), as the case may be, in form and substance reasonably satisfactory to the Administrative Agent,
giving pro forma effect to the inclusion of the Proposed Borrowing Base Asset and to the Borrowing, if any, anticipated to be
made contemporaneously with the inclusion of such Proposed Borrowing Base Asset or the proceeds of which are expected to be used
to acquire such Proposed Borrowing Base Asset, such Compliance Certificate to:


 


(I)           include
reasonably detailed calculations of the Aggregate Borrowing Base Asset Value; and


 


(II)         demonstrate
that (x) the Borrower is in compliance with the provisions of Section 5.04, (y) the Minimum Value Condition is satisfied and (z)
Availability is not less than zero (in each case, on a pro forma basis after giving effect to the inclusion of the Proposed Borrowing
Base Asset in the Borrowing Base Pool and the Borrowing, if any, anticipated to be made contemporaneously with the inclusion of
such Proposed Borrowing Base Asset);


 


(C)          (x)
a summary report of the Gross Hotel Revenues and Borrowing Base Adjusted NOI attributable to such Proposed Borrowing Base Asset
for the period of four consecutive fiscal quarters of the Parent then most recently ended for which financial statements are required
to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be, (y) a year-to-date
profit and loss statement for such Proposed Borrowing Base Asset, and (z) a Current Appraisal in form and substance reasonably
satisfactory to the Administrative Agent with respect to such Proposed Borrowing Base Asset;


 






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(D)         an
updated list of Borrowing Base Assets;


 


(E)          a
certificate of a Responsible Officer certifying that no Default or Event of Default has occurred and is continuing or would result
from the inclusion of such Proposed Borrowing Base Asset as a Borrowing Base Asset.


 


(ii)          The
Required Lenders, in their sole discretion, shall have approved the designation of the Proposed Borrowing Base Asset as a Borrowing
Base Asset.


 


Notwithstanding
the foregoing, prior to any Proposed Borrowing Base Asset being included in the Borrowing Base Pool, the Proposed Borrowing Base
Asset must meet, and must continue at all times thereafter that such Asset is included in the Borrowing Base Pool to satisfy,
the Eligible Asset Criteria, and no Default or Event of Default shall have occurred and be continuing or would result therefrom.


 


(b)          Exclusion
of Borrowing Base Assets. A Borrowing Base Asset shall no longer constitute an Eligible Asset and shall be automatically removed
immediately from the Borrowing Base Pool upon the occurrence of either of the following:


 


(i)           if
such Borrowing Base Asset fails to satisfy any of the Eligible Asset Criteria; or


 


(ii)          upon
the removal of such Borrowing Base Asset pursuant to Section 2.18(c).


 


(c)          Removal
of Borrowing Base Assets and Releases of Collateral and Guarantors.


 


(i)           Upon
satisfaction of each of the Release Conditions with respect to any proposed Release Transaction, the release contemplated by such
Release Transaction shall be effective automatically and without further action of any Person and:


 


(A)              
if the proposed Release Transaction involves release of a Guarantor from its obligations under the Guaranty, the Administrative
Agent shall, at the sole expense of the Borrower, execute and deliver such documents as the Loan Parties may reasonably request
as necessary or desirable to evidence the release of the applicable Guarantor from its obligations under the Guaranty; and


 


(B)          if
the proposed Release Transaction involves release of the Lien of the Administrative Agent on any Equity Interest in a Guarantor
or owned, directly or indirectly by a Guarantor, the Administrative Agent shall, at the sole expense of the Borrower, execute
and deliver such documents as the Loan Parties may reasonably request as necessary or desirable to evidence the release of the
Lien of the Administrative Agent on such Equity Interest and/or the release of the applicable Guarantor from its obligations under
the Pledge Agreement (including, in the case of this clause (B) and clause (A) above, executing documents reasonably in advance
to the extent practicable in order to facilitate releases, including placing documents into escrow on terms acceptable to the
Administrative Agent).


 


(ii)          For
the avoidance of doubt, upon a release pursuant to a Release Transaction of the type contemplated in either clause (i)(A) or (i)(B)
above, all Borrowing Base Assets owned or ground leased, directly or indirectly, by the applicable Guarantor shall be automatically
removed from the Borrowing Base Pool.


 






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(iii)         The
Administrative Agent shall promptly notify the Lenders following the consummation of any proposed Release Transaction.


 


(iv)         It
is understood and agreed that no release pursuant to this Section 2.18(c) shall impair or otherwise adversely affect the Liens,
security interests, guarantees and other rights of the Administrative Agent or the Secured Parties under the Loan Documents not
being released (or as to the parties to the Loan Documents and the Collateral subject to the Loan Documents not being released).


 


Section
2.19.             Reappraisal Rights.
The Borrower shall have the right to furnish to the Administrative Agent an updated appraisal (meeting the requirements set forth
in the definition of “Appraisal”, an “Updated Appraisal”) of any Asset; provided
that not more than one (1) Updated Appraisal for any Asset may be so furnished in any twelve (12) month period.


 


Article
III

CONDITIONS OF LENDING


 


Section
3.01.             Conditions Precedent to Initial Extensions
of Credit. The obligation of each Lender to make
an Advance on the occasion of the Initial Extensions of Credit hereunder is subject to the satisfaction of the following conditions
precedent before or concurrently with the Initial Extensions of Credit:


 


(a)          The
Administrative Agent shall have received on or before the day of the Initial Extensions of Credit the following, each of which
shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible
Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent
date before the Closing Date) (unless otherwise specified), in form and substance satisfactory to the Administrative Agent and
each of the Lenders (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient)
in sufficient copies for each Lender:


 


(i)           counterparts
of this Agreement, executed and delivered by the Administrative Agent, the Borrower, the Guarantors and each Lender listed on
Schedule I.


 


(ii)          a
Revolving Credit Note and/or Term Note, as applicable, executed by the Borrower
in favor of each applicable Lender requesting such Note.


 


(iii)         in
each case, solely with respect to Collateral required to be granted on the Closing Date, a pledge agreement (together with each
joinder or supplement delivered pursuant to Section 5.01, the “Pledge Agreement”), duly executed by
the applicable Grantors, together with:


 


(A)         certificates
or instruments, if any, representing the Collateral pledged thereunder accompanied by all endorsements and/or powers required
by the Pledge Agreement,


 


(B)          evidence
that (x) all proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial
Code of all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may
deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described
in the Pledge Agreement, and


 






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(C)          completed
requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above
that name any Grantor as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement
covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary
to terminate any such effective financing statements (or equivalent filings), and


 


(D)         evidence
that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order
to perfect the Liens created under the Pledge Agreement have been taken;


 


(iv)         A
list (the “Borrowing Base Asset List”) of the Borrowing Base Assets in the Borrowing Base Pool as of
the Closing Date (the “Initial Borrowing Base Assets”); and the Borrowing Base Asset List is attached
hereto as Schedule 3.01(a)(iv);


 


(v)          A
Borrowing Base Asset Designation Package with respect to each Initial Borrowing Base Asset, and such other information concerning
the Initial Borrowing Base Assets as may reasonably be requested, in each case in form and substance reasonably acceptable to
the Administrative Agent, the Arranger and the Lenders.


 


(vi)         Certified
copies of the resolutions of the board of directors of the Parent, the Borrower and/or of the board of directors or other equivalent
governing body of each other Loan Party for which it is the ultimate signatory, in each case, unanimously approving the transactions
contemplated by the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents
evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect
to the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party.


 


(vii)        A
copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or
formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, certifying, if and to
the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct
copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document
of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s
office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability
company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as
the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case
may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member,
as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the
jurisdiction of its incorporation, organization or formation.


 


(viii)       Such
documents and certifications as the Administrative Agent may reasonably require to evidence that in each jurisdiction in which
any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its
business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed
could not reasonably be expected to result in a Material Adverse Effect, such Loan Party, general partner or managing member,
as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability
company in such State and has filed all annual reports required to be filed to the date of such certificate.


 






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(ix)          A
certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of
such Loan Party, general partner or managing member, as applicable, by any two of its Responsible Officers, dated the Closing
Date (the statements made in which certificate shall be true on and as of the date of the Initial Extensions of Credit), certifying
as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member,
as applicable, since the date of the certificate referred to in Section 3.01(a)(vii), (B) a true and correct copy of the bylaws,
operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member,
as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted and on the date
of the Initial Extensions of Credit, (C) the due incorporation, organization or formation and good standing or valid existence
of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership
organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding
for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the
representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extensions
of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extensions of Credit, that
constitutes a Default.


 


(x)           A
certificate of a Responsible Officer of each Loan Party (or of the general partner or managing member of any Loan Party) and of
each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of
such Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which
it is or is to be a party and the other documents to be delivered hereunder and thereunder.


 


(xi)          A
certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by all Loan Parties and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating
that no such consents, licenses or approvals are so required.


 


(xii)         Such
financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have reasonably
requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters,
insurance, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements
with employees, historical operating statements (if any), financial statements of the Parent and/or the Initial Borrowing Base
Assets, and financial projections for the Borrower’s consolidated operations.


 


(xiii)        Favorable
opinions of (A) Kleinberg, Kaplan, Wolff & Cohen, P.C., special New York counsel to the Loan Parties and (B) Berger Harris
LLP, Delaware counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, as to such matters concerning
the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request.


 


(xiv)       A
duly completed compliance certificate as of the fiscal month ended August 31, 2019:


 


(A)         certifying
that the Loan Parties are in compliance with the provisions of Sections 5.04, and that the Minimum Value Condition is satisfied,
in each case, on a pro forma basis after giving effect to the consummation of the Acquisition and the occurrence of the Initial
Extensions of Credit on the Closing Date), and including in reasonable detail the calculations thereof, and


 






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(B)          including
(1) reasonably detailed calculations of Availability and Aggregate Borrowing Base (in each case, on a pro forma basis after giving
effect to the consummation of the Acquisition and the occurrence of the Initial Extensions of Credit on the Closing Date), (2)
a summary report of the Gross Hotel Revenues and Borrowing Base Adjusted NOI attributable to each Initial Borrowing Base Asset
for the then most recently ended period of four (4) consecutive fiscal quarters for which financial statements are available,
prepared on a basis consistent with the Audited Financial Statements, and (3) a year-to-date profit and loss statement for each
Initial Borrowing Base Asset.


 


(xv)        A
Notice of Borrowing relating to the Initial Extensions of Credit and, if a Borrowing of Eurodollar Rate Advances is being requested
to be made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory
to the Administrative Agent, in each case, dated and delivered to the Administrative Agent at least three (3) Business Days prior
to the Closing Date.


 


(xvi)       such
other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably
may require.


 


(b)          The
Administrative Agent, the Arranger and the Lenders shall be satisfied with the corporate and legal structure and capitalization
of each Loan Party and its Subsidiaries, including the terms and conditions of the charter and bylaws, operating agreement, partnership
agreement or other governing document of each of them, and shall have completed all due diligence with respect to the Parent and
its Subsidiaries, and their respective business, operations, assets and liabilities, in scope and substance reasonably satisfactory
to the Administrative Agent, the Arranger and the Lenders.


 


(c)          Before
and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no Material Adverse
Change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise)
or prospects of the Loan Parties.


 


(d)          There
shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending
or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material
Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of
the transactions contemplated thereby.


 


(e)          All
governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents
shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in
effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes
materially adverse conditions upon the transactions contemplated by the Loan Documents.


 


(f)           Each
Guarantor shall have complied with the requirements of Section 5.02(p) and provided evidence of such compliance satisfactory to
the Administrative Agent.


 


(g)          The
Borrower shall have paid all accrued fees of the Administrative Agent and the Lenders and all reasonable, out-of-pocket expenses
of the Administrative Agent.


 






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


 


(i)           Substantially
concurrently with the Initial Extensions of Credit hereunder, the Acquisition shall have been consummated in compliance with applicable
law and regulatory approvals.


 


(j)            (i)
The Borrower and each Guarantor shall have provided to the Administrative Agent and the Lenders the documentation and other information
requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements and to confirm
compliance with all applicable Sanctions, Anti-Corruption Laws, the Trading with the Enemy Act and the Patriot Act, and (ii) if
the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, the
Borrower shall have provided to the Administrative Agent (for further delivery by the Administrative Agent to the Lenders in accordance
with its customary practice) a Beneficial Ownership Certification for the Borrower; in each case received by each requesting Person
at least five (5) Business Days prior to the Closing Date to the extent such information is requested at least ten (10) Business
Days prior to the Closing Date.


 


Section
3.02.     Conditions Precedent to Each Borrowing.
The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing), shall be
subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that
Section) and such further conditions precedent that on the date of such Borrowing:


 


(a)          The
Administrative Agent shall have received a Notice of Borrowing in accordance with the terms hereof.


 


(b)          The
following statements shall be true:


 


(i)            the
representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in
any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
(except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects)
on and as of the date of such Borrowing, before and after giving effect to such Borrowing and the application of the proceeds
therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in
all respects) as of such earlier date, and except that for purposes of this Section 3.02, the representations and warranties contained
in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections
Sections
5.03(b) and (c), respectively, of Section 5.03;


 


(ii)           no
Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, extension or increase or
(B) in the case of any Borrowing, from the application of the proceeds therefrom; and


 


(iii)          after
giving effect to the proposed Borrowing, Availability equals or exceeds zero.


 


Each Notice of Borrowing (other than a
Notice of Borrowing requesting only a Conversion of Advances to another Type or a continuation of Eurodollar Rate Advances) submitted
by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 3.02(b) have been
satisfied on and as of the date of the applicable Borrowing.


 






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Section
3.03.     Determinations Under Section 3.01 and 3.02.
Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance
with the conditions specified in Sections 3.01 and 3.02 in connection with the Initial Extensions of Credit, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from
such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Article
IV

REPRESENTATIONS AND WARRANTIES


 


Section
4.01.      Representations and Warranties of the Loan Parties.
Each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:


 


(a)           Organization
and Powers; Qualifications and Good Standing. Each Loan Party and each of its Subsidiaries and each general partner or managing
member, if any, of each Loan Party (i) is a corporation, limited liability company or partnership duly incorporated, organized
or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation,
(ii) is duly qualified and is licensed and, as applicable, in good standing as a foreign corporation, limited liability company
or partnership in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires
it to so qualify or be licensed except where the failure to so qualify or be licensed could not reasonably be expected to result
in a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership power and authority
(including, without limitation, all governmental licenses, permits and other approvals) to (x) own or lease and operate its properties
and to carry on its business as now conducted and as proposed to be conducted and (y) execute, deliver and perform its obligations
under the Loan Documents to which it is a party.


 


(b)           Subsidiaries.
Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the
date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, organization or formation, the number of shares
(or the equivalent thereof) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and
the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the number of
shares (or the equivalent thereof) covered by all outstanding options, warrants, rights of conversion or purchase and similar
rights at the date hereof. All of the outstanding Equity Interests in each Loan Party’s Subsidiaries has been validly issued,
are fully paid and non-assessable and to the extent owned by such Loan Party or one or more of its Subsidiaries, and with
respect to the Guarantors are owned by such Loan Party or Subsidiaries free and clear of all Liens, except for Liens created under
the Loan Documents.


 


(c)           Due
Authorization; No Conflict. The execution and delivery by each Loan Party and of each general partner or managing member (if
any) of each Loan Party of each Loan Document to which it is or is to be a party, and the performance of its obligations thereunder
and the other transactions contemplated by the Loan Documents, are within the corporate, limited liability company or partnership
powers of such Loan Party, general partner or managing member, have been duly authorized by all necessary corporate, limited liability
company or partnership action, and do not (i) contravene the charter or bylaws, operating agreement, partnership agreement or
other governing document of such Loan Party, general partner or managing member, (ii) violate any law, rule, regulation (including,
without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment
to be made under, any Material Contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding
on or affecting any Loan Party, any of its Subsidiaries or any of their properties, or any general partner or managing member
of any Loan Party or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition
of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of
its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or
award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation
or breach of which could reasonably be expected to result in a Material Adverse Effect.


 






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(d)           Authorizations
and Consents. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority
or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or performance
by any Loan Party or any general partner or managing member of any Loan Party of any Loan Document to which it is or is to be
a party or for the consummation the transactions contemplated by the Loan Documents, (ii) the grant by any Loan Party of the Liens
granted by it pursuant to the Pledge Agreement, (iii) the perfection or maintenance of the Liens created under the Pledge Agreement
(including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender of its rights under
the Loan Documents or the remedies in respect of the Collateral pursuant to the Pledge Agreement; except for (i) the filing of
UCC financing statements and (ii) such authorizations, approvals, actions, notices and filings which have been duly obtained,
taken, given or made and are in full force and effect.


 


(e)           Binding
Obligation. This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and
delivered by each Loan Party and general partner or managing member (if any) of each Loan Party thereto. This Agreement is, and
each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party and general
partner or managing member (if any) of each Loan Party thereto, enforceable against such Loan Party, general partner or managing
member, as the case may be, in accordance with its terms.


 


(f)            Litigation.
There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries or any general
partner or managing member (if any) of any Loan Party, including any Environmental Action, pending or threatened before any court,
governmental agency or arbitrator that (i) either individually or in the aggregate, could reasonably be expected to result in
a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the transactions
contemplated by the Loan Documents.


 


(g)          Financial
Condition. The pro forma financial statements of the Parent and its Subsidiaries as of August 31, 2019 fairly present the
Consolidated financial condition of the Parent and its Subsidiaries as at such dates and the Consolidated results of operations
of the Parent and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles
applied on a consistent basis. Since the date of such financial statements there has been no Material Adverse Change;
provided that, any determination of the existence of a Material Adverse Change made with respect to any portion of the
period commencing on the Second Amendment Effective Date through the last day of the fiscal quarter during which the Covenant
Waiver Period Termination Date occurs, shall exclude any event or circumstance resulting from the COVID-19 pandemic and related
global, national and local economic effects to the extent such event or circumstance has been publicly disclosed by the Borrower
in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Second
Amendment Effective Date, and the scope of such adverse effect is no greater than that which has been disclosed.


 






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(h)           Forecasts.
The Consolidated forecasted balance sheets, statements of income and statements of cash flows of the Parent and its Subsidiaries
delivered to the Lenders pursuant to Section 3.01(a)(x) or 5.03 were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented,
at the time of delivery, the Borrower’s best estimate of its future financial performance.


 


(i)            Full
Disclosure. No information, exhibit or report furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents
contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein
not misleading. The Loan Parties have disclosed to the Administrative Agent, in writing, any and all existing facts that have
or may have (to the extent any of the Loan Parties can now reasonably foresee) a Material Adverse Effect, provided however,
that the Loan Parties are not obligated to report on the potential Material Adverse Effect of any general economic condition.


 


(j)            Margin
Regulations. No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying Margin
Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock.


 


(k)           Certain
Governmental Regulations. Neither any Loan Party nor any of its Subsidiaries nor any general partner or managing member of
any Loan Party, as applicable, is an “investment company”, or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company
Act of 1940, as amended. Without limiting the generality of the foregoing, each Loan Party and each of its Subsidiaries and each
general partner or managing member of any Loan Party, as applicable: (i) is primarily engaged, directly or through a wholly-owned
subsidiary or subsidiaries, in a business or businesses other than that of (A) investing, reinvesting, owning, holding or trading
in securities or (B) issuing face-amount certificates of the installment type; (ii) is not engaged in, does not propose to engage
in and does not hold itself out as being engaged in the business of (A) investing, reinvesting, owning, holding or trading in
securities or (B) issuing face-amount certificates of the installment type; (iii) does not own or propose to acquire investment
securities (as defined in the Investment Company Act of 1940, as amended) having a value exceeding forty percent (40%) of the
value of such company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis; (iv)
has not in the past been engaged in the business of issuing face-amount certificates of the installment type; and (v) does not
have any outstanding face-amount certificates of the installment type. Neither the making of any Advances, nor the application
of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan
Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission
thereunder.


 


(l)            Materially
Adverse Agreements. Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement
or any lease or other agreement or instrument or subject to any charter, corporate, partnership, membership or other governing
restriction that could reasonably be expected to result in a Material Adverse Effect (absent a material default under a Material
Contract).


 


(m)          No
Default. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated
by this Agreement or any other Loan Document.


 


(n)           [Intentionally
Omitted].


 


(o)           [Intentionally
Omitted].


 


(p)           Real
Property. (i) Set forth on Part I of Schedule 4.01(p) hereto is a complete and accurate list of all Real Property owned in
fee by any Loan Party or any of its Subsidiaries, showing as of the Closing Date, and as of each other date such Schedule 4.01(p)
is required to be supplemented hereunder, the street address, state, record owner and book value thereof. Each such Loan Party
or Subsidiary has good, marketable and insurable fee simple title to such Real Property, free and clear of all Liens, other than
existing Liens and Liens permitted under Section 5.02(a).


 






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(ii)            Set
forth on Part II of Schedule 4.01(p) hereto is a complete and accurate list of all leases of Real Property under which any Loan
Party or any of its Subsidiaries is the lessee, including, without limitation, Operating Leases, showing as of the Closing Date,
and as of each other date such Schedule 4.01(p) is required to be supplemented hereunder, the street address, state, lessor, lessee,
expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof,
enforceable in accordance with its terms.


 


(q)           Environmental
Matters. (i) Except as otherwise set forth on Part I of Schedule 4.01(q) hereto, the operations and properties of each Loan
Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits,
all past material non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material
obligations or costs, and, to the knowledge of each Loan Party and its Subsidiaries, no circumstances exist that could be reasonably
likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties
that could have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy,
use or transferability under any Environmental Law.


 


(i)            Except
as otherwise set forth on Part II of Schedule 4.01(q) hereto, none of the properties currently or formerly owned or operated by
any Loan Party or any of its Subsidiaries is listed or, to the knowledge of each Loan Party and its Subsidiaries, proposed for
listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such listed property;
there are no underground or above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which
Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan
Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated
by any Loan Party or any of its Subsidiaries except for any non-friable asbestos-containing material that is being managed pursuant
to, and in compliance with, an operations and maintenance plan and that does not currently require removal, remediation, abatement
or encapsulation under Environmental Law; and, to the knowledge of each Loan Party and its Subsidiaries, Hazardous Materials have
not been released, discharged or disposed of in any material amount or in violation of any Environmental Law or Environmental
Permit on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the knowledge of each Loan
Party and its Subsidiaries, during the period of their ownership or operation thereof, on any property formerly owned or operated
by any Loan Party or any of its Subsidiaries.


 


(ii)            Except
as otherwise set forth on Part III of Schedule 4.01(q) hereto, neither any Loan Party nor any of its Subsidiaries is undertaking,
and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment
or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any
site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements
of any Environmental Law; all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any
property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner
not reasonably expected to result in a Material Adverse Effect; and, with respect to any property formerly owned or operated by
any Loan Party or any of its Subsidiaries, all Hazardous Materials generated, used, treated, handled, stored or transported by
or, to the knowledge of each Loan Party and its Subsidiaries, on behalf of any Loan Party or any of its Subsidiaries have been
disposed of in a manner that could not reasonably be expected to result in a Material Adverse Effect.


 






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(r)           Compliance
with Laws. Each Loan Party and each Subsidiary is in compliance with the requirements of all laws, rules and regulations (including,
without limitation, the Securities Act and the Securities Exchange Act, and the applicable rules and regulations thereunder, state
securities law and “Blue Sky” laws) applicable to it and its business, where the failure to so comply could reasonably
be expected to result in a Material Adverse Effect.


 


(s)          Force
Majeure. Neither the business nor the Assets of any Loan Party or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy
or other casualty (whether or not covered by insurance) that could reasonably be expected to result in a Material Adverse Effect.


 


(t)           Loan
Parties’ Credit Decisions. Each Loan Party has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement (and in the case of the Guarantors, to give the guaranty under this Agreement) and each other Loan
Document to which it is or is to be a party, and each Loan Party has established adequate means of obtaining from each other Loan
Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with,
the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.


 


(u)          Solvency.
Each Loan Party is, individually and together with its Subsidiaries, Solvent.


 


(v)          [Intentionally
Omitted].


 


(w)         ERISA
Matters. (i) Set forth on Schedule 4.01(w) hereto is a complete and accurate list of all Plans and Welfare Plans.


 


(i)            No
ERISA Event has occurred within the preceding five plan years or is reasonably expected to occur with respect to any Plan that
has resulted in or is reasonably expected to result in a material liability of any Loan Party or any ERISA Affiliate.


 


(ii)           Schedule
B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with
the IRS and furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan as of the date
of such Schedule B, and since the date of such Schedule B there has been no material adverse change in such funding status.


 


(iii)           Neither
any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer
Plan.


 


(iv)          Neither
any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably
expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.


 


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


 






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(vi)          (A)
each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each
Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained;
(B) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section
430(d)(2) of the Code) is 60% or higher and none of any Loan Party nor any ERISA Affiliate knows of any facts or circumstances
that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of
the most recent valuation date; (C) none of any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other
than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (D) neither the Borrower
nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (E)
no Single Employer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has
occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate
any Pension Plan that has resulted or could reasonably be expected to result in material liability to any Loan Party.


 


(vii)         Each
Loan Party represents and warrants as of the Closing Date that it is not a Benefit Plan.


 


(x)           Sanctioned
Persons. None of the Loan Parties or any of their respective Subsidiaries nor, to the knowledge any Responsible Officer of
the Borrower, any director, officer, agent, employee or Affiliate of any Loan Party or any of its respective Subsidiaries is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
or any successor to OFAC carrying out similar function or any sanctions under similar laws or requirements administered by the
United States Department of State, the United States Treasury, the United Nations Security Council, the European Union or Her
Majesty’s Treasury (collectively, “Sanctions Laws”); and the Borrower will not directly or indirectly
use the proceeds of the Loans or otherwise make available such proceeds to any person, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC or other Sanctions Laws (each such person a “Designated
Person”). Neither Borrower, any Guarantor, nor any Subsidiary, director or officer of Borrower or Guarantor or,
to the knowledge of Borrower, any Affiliate, agent or employee of Borrower or any Guarantor, has engaged in any activity or conduct
which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable
jurisdiction, including without limitation, any Sanctions Laws.


 


(y)         Anti-Corruption
Laws. The Loan Parties and their respective Subsidiaries and, to the knowledge of any Responsible Officer of the Borrower,
all directors, officers, employees, agents or Affiliates of any Loan Party or any of its respective Subsidiaries, are in compliance
in all material respects with applicable Anti-Corruption Laws, the Trading with the Enemy Act and the Patriot Act.


 


(z)          EEAAffected
Financial Institution. Neither any Loan Party nor any of its Subsidiaries nor any general partner or managing
member of any Loan Party, as applicable, is an EEAAffected
Financial Institution.


 


(aa)        Covered
Entity. No Loan Party is a Covered Entity.


 






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(bb)       REIT
Status. The Borrower is a REIT.


 


(cc)        Pledge
Agreement. The provisions of the Pledge Agreement are effective to create in favor of the Administrative Agent for the benefit
of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Equity Encumbrances) on all right,
title and interest of the respective Grantors in the Collateral described therein. Except as contemplated by the Pledge Agreement,
no filing or other action will be necessary to perfect or protect such Liens.


 


(dd)        Guarantors.
Each Subsidiary of the Borrower, other than Excluded Subsidiaries and other Subsidiaries that are not yet required to become Guarantors
pursuant to the terms hereof, is a Guarantor.


 


(ee)        Borrowing
Base Asset. Each Borrowing Base Asset included in any calculation of the Aggregate Borrowing Base Asset Value is, at the time
of such calculation, an Eligible Asset.


 


Article
V

COVENANTS OF THE LOAN PARTIES


 


Section
5.01.      Affirmative Covenants.
So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid or any Lender shall
have any Commitment hereunder, each Loan Party will:


 


(a)          Compliance
with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws,
rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced
and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970.


 


(b)          Payment
of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property; provided, however,
that neither the Loan Parties nor any of their Subsidiaries shall be required to pay or discharge any such tax, assessment, charge
or claim that is the subject of a Good Faith Contest, unless and until any Lien resulting therefrom attaches to its property and
becomes enforceable against its other creditors and (ii) all lawful claims that, if unpaid, might by law become a Lien upon any
Borrowing Base Asset or any Collateral (in each case, other than Permitted Equity Encumbrances and Permitted Property Encumbrances,
as applicable).


 


(c)          Compliance
with Environmental Laws. Comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying
its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and
renew and cause each of its Subsidiaries to obtain and renew all Environmental Permits necessary for its operations and properties;
and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties
in material compliance with the requirements of all Environmental Laws; provided, however, that neither the Loan
Parties nor any of their Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the
extent that its obligation to do so is the subject of a Good Faith Contest.


 


(d)          Maintenance
of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which such Loan Party or such Subsidiaries operate.


 






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(e)          Preservation
of Partnership or Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain,
its existence (corporate or otherwise), legal structure, legal name, rights (charter and statutory), permits, licenses, approvals,
privileges and franchises, except, in the case of Subsidiaries of the Borrower that are not Loan Parties only, if in the reasonable
business judgment of such Subsidiary it is in its best economic interest not to preserve and maintain such existence, legal structure,
legal name, rights, permits, licenses, approvals, privileges and franchises and such failure is not reasonably likely to result
in a Material Adverse Effect (it being understood that the foregoing shall not prohibit, or be violated as a result of any transaction
by or involving any Loan Party or Subsidiary thereof otherwise permitted under Section 5.02(d) or (e) below).


 


(f)           Visitation
Rights. At any reasonable time and from time to time, permit any of the Administrative Agent or Lenders, or any agent or representatives
thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, any
Loan Party, and to discuss the affairs, finances and accounts of any Loan Party and any of its Subsidiaries with any of their
general partners, managing members, officers or directors and with their independent certified public accountants; provided
that (i) so long as no Event of Default has occurred and is continuing, (x) no more than one (1) such visit and inspection
by the Administrative Agent during any year shall be at the expense of the Borrower and (y) any such visit and inspection by a
Lender shall be at the sole expense of such Lender and (ii) when an Event of Default has occurred and is continuing, the Administrative
Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without advance notice.


 


(g)          Keeping
of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and business of such Loan Party and each such Subsidiary in
accordance with GAAP.


 


(h)          Maintenance
of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties
that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted and
will from time to time make or cause to be made all appropriate repairs, renewals and replacement thereof except where failure
to do so could not reasonably be expected to result in a Material Adverse Effect.


 


(i)           Transactions
with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan
Documents with any of their Affiliates (other than transactions exclusively among or between the Borrower and/or one or more of
the Guarantors) on terms that are fair and reasonable and no less favorable to such Loan Party or such Subsidiary than it would
obtain in a comparable arm’s-length transaction with a Person not an Affiliate, provided however, that all transactions
pursuant to any operating leases that are in the standard form of operating lease used by the Borrower’s Subsidiaries, shall
be deemed fair and reasonable.


 


(j)           Covenant
to Guarantee Obligations. (A) Concurrently with the delivery of Borrowing Base Asset Designation Package pursuant to Section
5.01(k) with respect to a Proposed Borrowing Base Asset owned or leased (including pursuant to an Operating Lease) by a Subsidiary
of a Loan Party or (B) within 10 days after the formation or acquisition of any new direct or indirect Subsidiary of a Loan Party,
cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty
Supplement in substantially the form of Exhibit D hereto, or such other guaranty supplement in form and substance reasonably satisfactory
to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents (collectively, the
 “Guarantor Deliverables”).


 






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(k)          Information
Regarding Collateral. The Borrower shall, and shall cause each Grantor to, provide the Administrative Agent not less than
ten (10) Business Days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser
notice period agreed to by the Administrative Agent, before effecting any change (i) in any Grantor’s legal name, (ii) in
any Grantor’s identity or organizational structure, (iii) in any Grantor’s U.S. taxpayer identification number or
organizational identification number, if any, or (iv) in any Grantor’s jurisdiction of organization or incorporation (in
each case, including by a Transfer, merger with or into any other entity, reorganizing, dissolving, liquidating, reorganizing
or organizing in any other jurisdiction). Such notice shall clearly describe such change and provide such other information in
connection therewith as the Administrative Agent may reasonably request. In addition, prior to any such change, the Borrower shall,
and shall cause each Grantor to, take all action reasonably satisfactory to the Administrative Agent to maintain the perfection
and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if
applicable. The Borrower hereby agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting
any of the changes described above in this section. Notwithstanding the foregoing or anything else to the contrary contained herein
or in any other Loan Document, the Borrower agrees that it will, and will cause each other Grantor to, at all times maintain its
jurisdiction of organization one of the States within the United States of America or the District of Columbia.


 


(l)           Further
Assurances. (i) Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, correct,
and cause each Loan Party to promptly correct, any material defect or error that may be discovered in any Loan Document or in
the execution, acknowledgment, filing or recordation thereof.


 


(ii)            Promptly
upon request by the Administrative Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, file,
and re-file such certificates, assurances and take such other actions as the Administrative Agent, or any Lender through the Administrative
Agent, may reasonably require from time to time in order (A) to carry out more effectively the purposes of the Loan Documents,
(B) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties,
assets, rights or interests to the Liens now or hereafter intended to be covered by the Pledge Agreement, (C) to perfect and maintain
the validity, effectiveness and priority of the Pledge Agreement and any of the Liens intended to be created thereunder and (D)
to assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights
granted or now or hereafter intended to be granted to the Lenders under any Loan Document or under any other instrument executed
in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each
of its Subsidiaries to do so.


 


(m)         Performance
of Material Contracts. Perform and observe, and cause each of its Subsidiaries to perform and observe, all the material terms
and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force
and effect, enforce each such Material Contract in material accordance with its terms, take all such action to such end as may
be from time to time reasonably requested by the Administrative Agent, and, upon reasonable request of the Administrative Agent,
make to each other party to each such Material Contract such demands and requests for information and reports or for action as
any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries
to do so. Notwithstanding the above, nothing in this subsection (m) shall prohibit or reduce the rights of any Loan Party or any
of their Subsidiaries to enter into, terminate, modify, amend, renew or otherwise deal with any Material Contract to the extent
the same does not cause a Borrowing Base Asset to not continue to meet the Eligible Asset Criteria and, in the aggregate, could
not be reasonably be expected to result in a Material Adverse Effect.


 


(n)          Compliance
with Leases. (i) Make all payments and otherwise perform all material obligations in respect of all leases of real property
to which the Parent or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases
to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled (except, in the case of the Borrower
and Subsidiaries of the Borrower only, if in the reasonable business judgment of such Subsidiary it is in its best economic interest
not to maintain such lease or prevent such lapse, termination, forfeiture or cancellation and such failure to maintain such lease
or prevent such lapse, termination, forfeiture or cancellation is not in respect of a Qualifying Ground Lease or an Operating
Lease of a Borrowing Base Asset and could not otherwise reasonably be expected to result in a Material Adverse Effect), notify
the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in
all respects to cure any such default, and cause each of its Subsidiaries to do so.


 






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(ii)          With
respect to any Qualifying Ground Lease related to any Borrowing Base Asset:


 


(A)            pay
when due the rent and other amounts due and payable thereunder (subject to applicable cure or grace periods);


 


(B)             timely
perform and observe all of the material terms, covenants and conditions required to be performed and observed by it as tenant
thereunder (subject to applicable cure or grace periods);


 


(C)             do
all things necessary to preserve and keep unimpaired such Qualifying Ground Lease and its rights thereunder;


 


(D)             diligently
and continuously enforce the material obligations of the lessor or other obligor thereunder;


 


(E)             deliver
to the Administrative Agent all default and other material notices received by it or sent by it under the applicable Qualifying
Ground Lease;


 


(F)             upon
the Administrative Agent’s reasonable written request and at reasonable intervals, unless an Event of Default shall have
occurred and be continuing, in which case, upon written request at any time, provide to the Administrative Agent any information
or materials relating to such Qualifying Ground Lease and evidencing the applicable Guarantor’s due observance and performance
of its material obligations thereunder;


 


(G)             in
connection with the bankruptcy or other insolvency proceedings of any ground lessor or other obligor, ratify the legality, binding
effect and enforceability of the applicable Qualifying Ground Lease within the applicable time period therefor in such proceedings,
notwithstanding any rejection by such ground lessor or obligor or trustee, custodian or receiver related thereto;


 


(H)            at
reasonable times and at reasonable intervals, deliver to the Administrative Agent (or, subject to the requirements of the subject
Qualifying Ground Lease, cause the applicable lessor or other obligor to deliver to the Administrative Agent), an estoppel certificate
and consent agreement in relation to such Qualifying Ground Lease in form and substance reasonably acceptable to the Administrative
Agent, in its discretion, and, in the case of the estoppel certificate, setting forth (i) the name of lessee and lessor under
the Qualifying Ground Lease (if applicable); (ii) that such Qualifying Ground Lease is in full force and effect and has not been
modified except to the extent the Administrative Agent has received notice of such modification; (iii) that no rental and other
payments due thereunder are delinquent as of the date of such estoppel; and (iv) whether such Person knows of any actual or alleged
defaults or events of default under the applicable Qualifying Ground Lease;


 






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provided,
that each Loan Party hereby agrees to execute and deliver to the Administrative Agent, within ten (10) days of any request therefor,
such documents, instruments, agreements, assignments or other conveyances reasonably requested by the Administrative Agent in
connection with or in furtherance of any of the provisions set forth above or the rights granted to the Administrative Agent in
connection therewith.


 


(o)          [Intentionally
Omitted].COVID-19
Relief Funds. With respect to any COVID-19 Relief Funds incurred by any Loan Party or any Subsidiary thereof, promptly, and on
a timely basis, apply, and cause each of its Subsidiaries to apply, for (and provide any requested supplemental information related
to) forgiveness or other relief available to such Person as permitted by the applicable Governmental Authority to the extent satisfaction
of such requirements does not otherwise cause, directly or indirectly, a Default or an Event of Default to occur.


 


(p)          Management
Agreements. At all times cause each Borrowing Base Asset to be managed and operated by an Approved Manager or any other property
manager approved by the Administrative Agent pursuant to a Management Agreement approved by the Required Lenders.


 


(q)          [Intentionally
Omitted].


 


(r)           Maintenance
of REIT Status. In the case of the Borrower, at all times be organized in conformity with the requirements for qualification
as a REIT under the Code, and at all times continue to qualify as a REIT and elect to be treated as a REIT under all applicable
laws, rules and regulations.


 


(s)          [Intentionally
Omitted].


 


(t)           [Intentionally
Omitted].


 


(u)          Sanctions
and Anti-Corruption Laws. Maintain in effect policies and procedures designed to promote compliance by the Loan Parties and
their respective Subsidiaries and their respective directors, officers, employees and agents with applicable Sanctions and Anti-Corruption
Laws, the Trading with the Enemy Act and the Patriot Act, and promptly upon the written request of the Administrative Agent, furnish
to the Administrative Agent and the Lenders any information that the Administrative Agent or any Lender deems reasonably necessary
from time to time in order to ensure compliance with all applicable Sanctions and Anti-Corruption Laws, the Trading with the Enemy
Act and the Patriot Act.


 


(v)          Beneficial
Ownership. Promptly following (i) any request therefor, provide information and documentation reasonably requested by the
Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and Anti-Corruption
Laws, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation and (ii) any change in beneficial
ownership of the Parent or the Borrower that would render any statement in the existing Beneficial Ownership Certification untrue
or inaccurate, furnish to the Administrative Agent (for further delivery by the Administrative Agent to the Lenders in accordance
with its customary practice) an updated Beneficial Ownership Certification for the Parent or the Borrower, as the case may be.


 


(w)         Operating
Leases. Promptly (i) perform and observe all of the covenants and agreements required to be performed and observed under the
Operating Leases and do all things necessary to preserve and to keep unimpaired the Loan Parties’ rights thereunder; (ii)
notify the Administrative Agent of any default under the Operating Leases of which any Loan Party is aware; (iii) deliver to the
Administrative Agent a copy of any notice of default or other notice received by the Loan Parties under the Operating Leases;
and (iv) enforce in all respects the performance and observance of all of the covenants and agreements required to be performed
or observed by the applicable lessor under each Operating Lease.


 






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Section
5.02.     Negative Covenants.
So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid or any Lender shall
have any Commitment hereunder, no Loan Party will, at any time:


 


(a)          Liens,
Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist,
any Lien on or with respect to (i) any Borrowing Base Asset other than Permitted Asset Encumbrances, (ii) any Collateral other
than Permitted Equity Encumbrances or (iii) any income from or proceeds of any of the foregoing; or to sign, file or authorize
under the Uniform Commercial Code of any jurisdiction a financing statement that includes in its collateral description any portion
of any Borrowing Base Asset (unless such description relates to a Permitted Property Encumbrance), any Collateral (unless such
description relates to a Permitted Equity Encumbrance) or any income from or proceeds of any of the foregoing.


 


(b)         Indebtedness.
Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness,
except:


 


(i)            Indebtedness
under the Loan Documents;


 


(ii)           unsecured
trade payables incurred in the ordinary course of business;


 


(iii)          unsecured
Indebtedness owing to the Borrower or a Guarantor by a Subsidiary of the Borrower;


 


(iv)          Non-Recourse
Debt; provided, that, (i) no Default or Event of Default has occurred and is continuing immediately before and after the
creation, incurrence, assumption or existence of such Non-Recourse Debt and (ii) immediately after giving effect to the creation,
incurrence, assumption or existence of such Non-Recourse Debt the Parent and its Subsidiaries are, on a pro forma basis, in compliance
with the provisions of Section 5.04.5.04;
and


 


(v)          COVID-19
Relief Funds.


 


(c)          Change
in Nature of Business. Make, or permit any of its Subsidiaries to make, any material change in the nature of its business
as carried at the Closing Date (after giving effect to the transactions contemplated by the Loan Documents); or engage in, or
permit any of its Subsidiaries to engage in, any business other than ownership, development, licensing and management of Hotel
Assets in the United States consistent with the requirements of the Loan Documents, and other business activities incidental thereto.


 






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(d)          Mergers,
Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including
entry into Operating Leases between Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series
of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to,
any Person, or Divide, or permit any of its Subsidiaries to do so; provided, however, that (i) any Subsidiary may
merge or consolidate with or into, or dispose of assets to (including pursuant to a Division) any other Subsidiary (provided
that if one or more of such Subsidiaries is a Loan Party, a Loan Party shall be the surviving entity) and (ii) any Subsidiary
that is not a Loan Party may merge with any Person that is not a Loan Party, in each case so long as no Default shall have occurred
and be continuing at the time of such proposed transaction or would result therefrom and the requirements in Section 5.02(p) shall
still be complied with. Notwithstanding any other provision of this Agreement, (y) any Subsidiary of the Borrower (other than
any such Subsidiary that is the direct owner of a Borrowing Base Asset) may liquidate, dissolve or Divide if the Borrower determines
in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds
from the liquidation, dissolution or Division of such Subsidiary are transferred to the Borrower or a Guarantor, provided that
no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result
therefrom, and (z) the Borrower or any Subsidiary thereof shall be permitted to effect any Transfer of Assets through the sale
or transfer of direct or indirect Equity Interests in the Person (other than any Equity Interests that constitute Collateral)
that owns such Assets so long as Section 5.02(e) would otherwise permit the Transfer of all Assets owned by such Person at the
time of such sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that is a
Guarantor permitted under clause (z) above, so long as each of the Release Conditions with respect to the release of such Guarantor
shall have been satisfied, the Administrative Agent shall, upon the request of, and at the expense of, the Borrower, release such
Guarantor from the Guaranty, release the pledge of Equity Interests in such Guarantor granted pursuant to the Pledge Agreement
and execute and deliver such documents and instruments as the Borrower may reasonably request to evidence the release of such
Guarantor from the Guaranty and the release the pledge of Equity Interests in such Guarantor granted pursuant to the Pledge Agreement,
which documents and instruments shall be reasonably satisfactory to the Administrative Agent.


 


(e)          Sales,
Etc. of Assets. Sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose of (including pursuant
to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy
Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (including pursuant
to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each such action, including, without
limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct
or indirect Equity Interests in the owner thereof), in each case other than the following Transfers, which shall be permitted
hereunder only so long as no Default or Event of Default shall exist or would result therefrom:


 


(A)            the
Transfer of any Asset or Assets, including unimproved land, that are not Borrowing Base Assets from any Loan Party to another
Loan Party or from a Subsidiary of
the Borrower to another Subsidiary of the Borrower,


 


(B)            the
Transfer of any Asset or Assets that are not Borrowing Base Assets to any Person that is not a Loan Party, provided that
the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro
forma basis immediately after giving effect to such Transfer, on or prior to the date of such Transfer or designation, as
the case may be,


 


(C)            the
Transfer of any property constituting a Borrowing Base Asset or Collateral so long as each of the Release Conditions with respect
to such Transfer have been satisfied;
provided that, during the Covenant Waiver Period, no more than one such Transfer shall be made under this clause (C),
and


 


(D)            the
Transfer of (1) obsolete or worn out FF&E in the ordinary course of business or (2) inventory in the ordinary course of business,
which FF&E or inventory, as the case may be, is used or held in connection with a Borrowing Base Asset.


 


Following (x) a Transfer of all
Borrowing Base Assets owned or leased by a Guarantor in accordance with Section 5.02(e)(C) or (y) the designation by a Guarantor
of all Borrowing Base Assets owned or leased by it as non-Borrowing Base Assets pursuant to Section 5.02(e)(C), upon the request
of, and at the expense of, the Borrower, so long as each of the Release Conditions with respect to the release of such Guarantor
has been satisfied, the Administrative Agent shall, release such Guarantor from the Guaranty and execute and deliver such documents
and instruments as the Borrower may reasonably request to evidence the release of such Guarantor from the Guaranty, which documents
and instruments shall be reasonably satisfactory to the Administrative Agent.


 






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(f)           Investments.
Make or hold, or permit any of its Subsidiaries to make or hold, any Investment other than:


 


(i)           Investments
by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and
additional Investments (including pursuant to a Division) in Subsidiaries
and, in the case of the Loan Parties and their Subsidiaries (and Joint Ventures in which such Loan Parties and Subsidiaries hold
any direct or indirect interest), Investments in Assets (including by asset or Equity Interest acquisitions, investments in Joint
Ventures or Divisions);


 


(ii)          Investments
in Cash Equivalents;


 


(iii)         Investments
consisting of intercompany Indebtedness permitted under Section 5.02(b)(ii);


 


(iv)         Investments
outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party;


 


(v)          Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary
in order to prevent or limit loss;
and


 


(vi)         (iv)
Following
the Covenant Waiver Period Termination Date, and during the Covenant Waiver Period solely to the extent approved by the Required
Lenders, Investments consisting of the following items:


 


(A)         additional
Investments (including pursuant to a Division) in Subsidiaries and, in the case of the Loan Parties and their Subsidiaries (and
Joint Ventures in which such Loan Parties and Subsidiaries hold any direct or indirect interest), Investments in Assets (including
by asset or Equity Interest acquisitions, investments in Joint Ventures or Divisions);


 


(B)          (A)
Investments in unimproved land, Real Property that does not constitute Hotel Assets (it being understood this
clause (AB)
shall not be interpreted to restrict Investments in Hotel Assets), and Development Assets (including such assets that such Person
has contracted to purchase for development with or without options to terminate the purchase agreement),;


 


(C)          (B)
Investments in Joint Ventures of any Loan Party,;
and


 


(D)         (C)
Loans, advances and extensions of credit (including, without limitation, mezzanine loans) to any Person;


 


(v)       Investments
outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party;


 


(vi)       [intentionally
omitted];


 






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(E)          (vii)
To the extent permitted by applicable law, loans or other extensions of credit to officers, directors and employees
of any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation
and analogous ordinary business purposes, which Investments shall not exceed at any time $1,000,000 in the aggregate for all Loan
Parties;(viii)Investments consisting of and


 


(F)          extensions
of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary
course of business in an aggregate amount for all Loan Parties not to exceed at any time $5,000,000;
and5,000,000.


 


(ix)       Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary
in order to prevent or limit loss.


 


(g)          Restricted
Payments. In the case of the Parent and the Borrower, without the prior consent of the Required Lenders, declare or pay any
dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding,
return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution
of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof)
as such, including, in each case, by way of a Division (collectively, “Restricted Payments”); provided,
however, that so long as no Default or Event of Default shall have occurred and be continuing, the
Parent and the Borrower may make Restricted Payments without
the prior consent of the Required Lenders (i)
during the Covenant Waiver Period, (x) the
Borrower may make Restricted Payments to
the Parent in an amount not to exceed the greater of (I) the amount necessary to enable the Borrower to avoid payment of federal
or state income or excise taxes and (II) the amount necessary to enable the Borrower to maintain its status as a REIT and (y)
the Parent may make Restricted Payments on Preferred Interests existing on the Second Amendment Effective Date; provided that
the aggregate amount of Restricted Payments made pursuant to this clause (y) in any twelve month period does not exceed $100,000,
and (ii) from and after the Covenant Waiver Period Termination Date, to holders of Equity Interests in the Parent and
the Borrower, as applicable, to the extent the same would not result in a Default under any provision of this Agreement.


 


(h)          Amendments
of Organization Documents. Amend, or permit any of its Subsidiaries to amend, in each case in any material respect, any of
its Organization Documents, provided that (1) any amendment to any such constitutive document that would be adverse to
any of the Lenders or would materially impair the rights or interests of the Administrative Agent or any Lender in any Collateral
shall be deemed “material” for purposes of this Section; (2) any amendment to any such constitutive document that
would designate such Subsidiary that is not a Loan Party as a “special purpose entity” or otherwise confirm such Subsidiary’s
status as a “special purpose entity” shall be deemed “not material” for purposes of this Section; and
(3) in the case of Subsidiaries of the Borrower only, a Subsidiary may amend its Organization Documents if in the reasonable business
judgment of such Subsidiary it is in its best economic interest to do so and such amendment is not otherwise prohibited by this
Agreement and could not reasonably be expected to result in a Material Adverse Effect.


 


(i)           Accounting
Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in (i) accounting policies or reporting
practices, except as required or permitted by generally accepted accounting principles, or (ii) Fiscal Year.


 


(j)           Speculative
Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures
contracts or any similar speculative transactions.


 






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(k)          Payment
Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries
to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay
dividends or other distributions in respect of its Equity Interests or repay or prepay any Indebtedness owed to, make loans or
advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant
restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents,
and (ii) any agreement or instrument evidencing Non-Recourse Debt, provided that the terms of such Indebtedness, and of
such agreement or instrument, do not restrict distributions in respect of Equity Interests in Subsidiaries other than those that
are borrowers or guarantors of such Non-Recourse Debt.


 


(l)           Amendment,
Etc. of Material Contracts. Cancel or terminate any Material Contract or consent to or accept any cancellation or termination
thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default
under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition
of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect
the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material
respect the interest or rights, if any, of the Administrative Agent or any Lender, or permit any of its Subsidiaries to do any
of the foregoing, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in
whole or in part, such Material Contract, and in the case of (i) a Material Contract not affecting any Borrowing Base Asset, in
a manner that could reasonably be expected to have a Material Adverse Effect, and (ii) a Material Contract affecting any Borrowing
Base Asset, in a manner that could reasonably be expected to result in a Borrowing Base Asset not continuing to meet all of the
Eligible Asset Criteria.


 


(m)         Negative
Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any Negative Pledge
upon any of its property or assets, except (i) pursuant to the Loan Documents or (ii) in connection with (A) any Non-Recourse
Debt, provided that the terms of such Non-Recourse Debt, and of any agreement entered into and of any instrument issued
in connection therewith, do not provide for or prohibit or condition the creation of any Lien on any Asset other than the Asset
financed pursuant to such Non-Recourse Debt and are otherwise permitted by the Loan Documents (provided further that any restriction
of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to violate the foregoing
restriction), or (B) any Capitalized Lease permitted by Section 5.02 solely to the extent that such Capitalized Lease prohibits
a Lien on the property subject thereto.


 


(n)          [Intentionally
Omitted].


 


(o)          [Intentionally
Omitted].


 


(p)          Guarantor
Requirements. Cause or permit any Guarantor to own any Real Property other than Borrowing Base Assets.


 


(q)          Multiemployer
Plans. Neither any Loan Party nor any ERISA Affiliate will contribute to or be required to contribute to any Multiemployer
Plan. No Loan Party will be or become a Benefit Plan.


 


(r)           Ground
Leases. With respect to any Qualifying Ground Lease related to any Borrowing Base Asset:


 


(i)           waive,
excuse or discharge any of the material obligations of the lessor or other obligor thereunder;


 






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(ii)          do,
permit or suffer (1) any act, event or omission which would be likely to result in a default or permit the applicable lessor or
other obligor to terminate or exercise any other remedy with respect to the applicable Qualifying Ground Lease or (2) any act,
event or omission which, with the giving of notice or the passage of time, or both, would constitute a default or permit the lessor
or such other obligor to exercise any other remedy under the applicable Qualifying Ground Lease;


 


(iii)         cancel,
terminate, surrender, modify or amend any of the provisions of any such Qualifying Ground Lease or agree to any termination, amendment,
modification or surrender thereof without the prior written consent of the Administrative Agent;


 


(iv)         permit
or consent to the subordination of such Qualifying Ground Lease to any mortgage or other leasehold interest of the premises related
thereto; or


 


(v)          treat,
in connection with the bankruptcy or other insolvency proceedings of any ground lessor or other obligor, any Qualifying Ground
Lease as terminated, cancelled or surrendered pursuant to Bankruptcy Law without the Administrative Agent’s prior written
consent.


 


(s)          Transactions
with Affiliates. Enter into any transaction with its Affiliates except (i) with respect to Assets which are not Borrowing
Base Assets, transactions occurring in the ordinary course of the business of owning and operating hotels, the Lenders agree that
operating leases, loans, and guaranties of indebtedness are all in the ordinary course of business and (ii) with respect to Borrowing
Base Assets, subject to the consent of the Administrative Agent, not to be unreasonably withheld, transactions occurring in the
ordinary course of the business of owning and operating hotels, and in each case in accordance with Section 5.01(i).


 


(t)           Parent
Covenants. Notwithstanding anything to the contrary contained in any Loan Document, the Parent shall not:


 


(i)           directly
or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests
in the Borrower and, if applicable, direct interests in the Borrower, and the management of the business of the Borrower, and
such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower;


 


(ii)          own
any assets other than (A) interests, rights, options, warrants or convertible or exchangeable securities of the Borrower, (B)
assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 5.02 that are held for ten (10)
Business Days or less pending further distribution to equity holders of the Parent, (C) assets received by the Parent from third
parties (including the proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10)
Business Days or less pending contribution of same to the Borrower, (D) such bank accounts or similar instruments as it deems
necessary to carry out its responsibilities under the Organization Documents of the Borrower and (E) other tangible and intangible
assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall
in no event include any Equity Interests other than those permitted in clauses (A) and (C) of this sentence;


 


(iii)         incur
any Indebtedness;


 


(iv)         make
any Investments other than as contemplated in clause (ii) of this Section 5.02(t);


 






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(v)          permit
any Liens on any of its assets other than Liens in favor of a banking or other financial institution arising as a matter of law
or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the
general parameters customary in the banking industry.


 


Nothing in
this Section 5.02(t) shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur
fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents,
(iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends,
(v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters
as a member of the consolidated group of the Parent and the Borrower, (vii) providing indemnification to officers, managers and
directors and (viii) any activities incidental to the foregoing.


 


(u)          Sanctioned
Persons. Directly or indirectly use or permit or allow any of its Subsidiaries to directly or indirectly use the proceeds
of the Loans or otherwise make available such proceeds to any person, for the purpose of financing the activities of any Designated
Person or in any manner that would cause any of such persons to violate the United States Foreign Corrupt Practices Act. None
of the funds or assets of the Loan Parties that are used to pay any amount due pursuant to this Agreement or the other Loan Documents
shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are themselves the
subject of territorial sanctions under applicable Sanctions Laws.


 


Section
5.03.            Reporting Requirements.
So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid or any Lender shall
have any Commitment hereunder, the Borrower will furnish to the Administrative Agent and the Lenders in accordance with Section
9.02(b):


 


(a)          Default
Notice. As soon as possible and in any event within five Business Days after the occurrence of each Default or any event,
development or occurrence reasonably expected to result in a Material Adverse Effect continuing on the date of such statement,
a statement of the Chief Financial Officer (or other Responsible Officer) of the Borrower setting forth details of such Default
or such event, development or occurrence and the action that the Borrower has taken and proposes to take with respect thereto.


 


(b)          Annual
Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit
report for such year for the Parent and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance
sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income
and a Consolidated and consolidating statement of cash flows of the Parent and its Subsidiaries for such Fiscal Year, in each
case accompanied by an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent
public accountants of recognized standing reasonably acceptable to the Administrative Agent, together with (i) a schedule in form
reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end
of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change
in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination
of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate
of the Chief Financial Officer (or other Responsible Officer) of the Parent stating that no Default has occurred and is continuing
or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken
and proposes to take with respect thereto.


 






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(c)          Quarterly
Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each
Fiscal Year (commencing with the fiscal quarter ended March 31, 2020), Consolidated and consolidating balance sheets of the Parent
and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated
and consolidating statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous
fiscal quarter and ending with the end of such fiscal quarter and Consolidated and consolidating statements of income and a Consolidated
and consolidating statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous
Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures
for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal
year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer
performing similar functions) of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of
such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement
as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule
in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with
the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement
of reconciliation conforming such financial statements to GAAP.


 


(d)          Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 5.03(b) and (c) (commencing
with the delivery of the financial statements for the fiscal year ended December 31, 2019), a duly completed Compliance Certificate
(which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication
including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) certifying that the
Loan Parties are in compliance with the provisions of Sections 5.04, and that the Minimum Value Condition is satisfied, in each
case, including in reasonable detail the calculations thereof, and including (i) a summary report of the Gross Hotel Revenues
and Borrowing Base Adjusted NOI attributable to each Borrowing Base Asset, and (ii) a year-to-date profit and loss statement for
each Borrowing Base Asset.


 


(e)          Borrowing
Base Asset Financials. As soon as available and in any event within 45 days after the end of each fiscal
quarter, financial information in respect of each Borrowing Base Asset individually and in respect of the Borrowing
Base Pool, in form and detail reasonably satisfactory to the Administrative Agent and STR reports on Borrowing Base Assets.


 


(f)           Annual
Budgets. As soon as available and in any event within 45 days after the end of each Fiscal Year, (i) a projected cash flow
analysis of each Borrowing Base Asset prepared by management of the Borrower, including an operating expense and capital expenditures
budget for such Borrowing Base Asset for the next succeeding 12 consecutive months and (ii) forecasts for the Parent and its Subsidiaries
on a consolidated basis prepared by management of the Parent, in form reasonably satisfactory to the Administrative Agent, of
balance sheets, income statements and cash flow statements on a quarterly basis, for the then current Fiscal Year and on an annual
basis for each Fiscal Year thereafter until the Termination Date.


 


(g)          Material
Events. Prompt notice to the Administrative Agent (i) promptly upon obtaining knowledge of any matter that has resulted or
could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of the Parent or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding
or suspension involving any Loan Party or any Subsidiary or any of their respective properties and any Governmental Authority;
or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Parent or any Subsidiary,
including pursuant to any applicable Environmental Laws.


 






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(h)          Changed
in Accounting or Financial Reporting. Prompt notice to the Administrative Agent of any material change in accounting policies
or financial reporting practices by the Parent or any Subsidiary.


 


(i)           Real
Property. As soon as available and in any event within 45 days after the end of each fiscal quarter of each Fiscal Year, a
report supplementing Schedule 4.01(p) hereto, including an identification of all owned and leased real property acquired or disposed
of by any Loan Party or any of its Subsidiaries during such fiscal quarter and a description of such other changes in the information
included in Section 4.01(p) as may be necessary for such Schedule to be accurate and complete.


 


(j)           ERISA.
Prompt Notice to the Administrative Agent of the occurrence of any ERISA Event or of any Loan Party becoming a Benefit Plan.


 


(k)          Environmental
Conditions. Notice to the Administrative Agent (i) promptly upon obtaining knowledge of any material violation of any Environmental
Law affecting any Asset or the operations thereof or the operations of any of its Subsidiaries, (ii) promptly upon obtaining knowledge
of any known release, discharge or disposal of any Hazardous Materials at, from, or into any Asset which it reports in writing
or is legally required to report in writing to any Governmental Authority and which is material in amount or nature or which could
reasonably be expected to materially adversely affect the value of such Asset, (iii) promptly upon its receipt of any written
notice of material violation of any Environmental Laws or of any material release, discharge or disposal of Hazardous Materials
in violation of any Environmental Laws or any matter that could reasonably be expected to result in an Environmental Action, including
a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state
or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action
with regard to (A) such Loan Party’s or any other Person’s operation of any Asset in compliance with Environmental
Laws, (B) Hazardous Materials contamination on, from or into any Asset, or (C) investigation or remediation of off-site locations
at which such Loan Party or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Materials,
or (iv) upon such Loan Party’s obtaining knowledge that any expense or loss has been incurred by such Governmental Authority
in connection with the assessment, containment, removal or remediation of any Hazardous Materials with respect to which such Loan
Party or any Joint Venture could reasonably be expected to incur material liability or for which a Lien may be imposed on any
Asset, provided that notice is required only for any of the events described in clauses (i) through (iv) above that could
reasonably be expected to result in a Material Adverse Effect, could reasonably be expected to result in a material Environmental
Action with respect to any Borrowing Base Asset or could reasonably be expected to result in a Lien against any Borrowing Base
Asset.


 


(l)           Borrowing
Base Asset Value. Promptly after discovery of any setoff, claim, withholding or defense asserted or effected against any Loan
Party, or to which any Borrowing Base Asset is subject, which could reasonably be expected to (i) have a material adverse effect
on the value of a Borrowing Base Asset, (ii) have a Material Adverse Effect or (iii) result in the imposition or assertion of
a Lien against any Borrowing Base Asset which is not a Permitted Asset Encumbrance, notice to the Administrative Agent thereof.


 


(m)         Eligible
Asset Criteria. Promptly after obtaining actual knowledge of any condition or event which causes any Borrowing Base Asset
to fail to continue to satisfy any of the Eligible Asset Criteria (other than those Eligible Asset Criteria, if any, that have
theretofore been waived by the Administrative Agent and the Required Lenders with respect to any particular Borrowing Base Asset,
to the extent of such waiver), notice to the Administrative Agent thereof.


 






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(n)         
 [Intentionally Omitted].Covenant
Waiver Period Projections. During the Covenant Waiver Period, as soon as available and in any event within 45 days after the end
of each quarter, forecasts for the Parent and its Subsidiaries on a consolidated basis prepared by management of the Parent, in
form reasonably satisfactory to the Administrative Agent, of cash flow statements on a quarterly basis, for the then current fiscal
quarter and on a quarterly basis for each fiscal quarter thereafter through and including the fiscal quarter ending on June 30,
2021, reflecting management’s most recent assumptions for such period.


 


(o)          Reconciliation
Statements. If, as a result of any change in accounting principles and policies from those used in the preparation of the
financial statements referred to in Section 4.01(g) and forecasts referred to in Section 4.01(h), the Consolidated and consolidating
financial statements and forecasts of the Parent and its Subsidiaries delivered pursuant to Section 5.03(b), (c) or (f) will differ
in any material respect from the Consolidated and consolidating financial statements that would have been delivered pursuant to
such Section had no such change in accounting principles and policies been made, then (i) together with the first delivery of
financial statements or forecasts pursuant to Section 5.03(b), (c) or (f) following such change, Consolidated and consolidating
financial statements and forecasts of the Parent and its Subsidiaries for the fiscal quarter immediately preceding the fiscal
quarter in which such change is made, prepared on a pro forma basis as if such change had been in effect during such fiscal quarter,
and (ii) if requested by Administrative Agent, a written statement of the Chief Executive Officer, Chief Financial Officer or
Treasurer (or other Responsible Officer performing similar functions) of the Parent setting forth the differences (including any
differences that would affect any calculations relating to the financial covenants set forth in Section 5.04) which would have
resulted if such financial statements and forecasts had been prepared without giving effect to such change.


 


(p)          Material
Contract. As soon as available, a copy of any Material Contract entered into with respect to any Borrowing Base Asset after
the date hereof.


 


(q)          Other
Information. Promptly, such other information respecting, and which is reasonably foreseeable to be material to, the business,
condition (financial or otherwise), operations, performance, properties, including with respect to the Borrowing Base Assets or
Collateral, or prospects of any Loan Party or any of its Subsidiaries as the Administrative Agent, or any Lender through the Administrative
Agent, may from time to time reasonably request.


 


Section
5.04.            Financial Covenants.
So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid or any Lender shall
have, at any time after the Initial Extensions of Credit, any Commitment hereunder, the Loan Parties will not permit:


 


(a)          Maximum
Leverage Ratio. the Leverage Ratio, as of each Test Date, to exceed 55%.


 


(b)          Minimum
Consolidated Tangible Net Worth: Consolidated Tangible Net Worth at any time to be less than the sum of (a) $100,000,000,
plus (b) an amount equal to 75% of the net cash proceeds received by the Parent or a Subsidiary thereof from issuances
or sales of Equity Interests of the Parent or any of its Subsidiaries consummated after the Closing Date.


 


(c)          Minimum
Consolidated Fixed Charge Coverage Ratio. the Consolidated Fixed Charge Coverage Ratio, as of each Test Date commencing
with the Test Date for the fiscal quarter most recently ended prior to the Covenant Waiver Period Termination Date,
to be less than 1.50:1.00.


 


(d)          Maximum
Secured Leverage Ratio. the ratio of Secured Indebtedness (excluding Indebtedness arising under this Agreement) to Total Asset
Value, as of each Test Date, to exceed 40%.


 






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To the extent any
calculations described in Sections 5.04(a) or 5.04(b) are required to be made on any date of determination other than the last
day of a fiscal quarter of the Borrower, such calculations shall be made on a pro forma basis to account for any acquisitions
or dispositions of Assets (including in respect of revenues generated by such acquired or disposed of Assets), and the incurrence
or repayment of any Debt for Borrowed Money relating to such Assets, that have occurred since the last day of the fiscal quarter
of the Borrower most recently ended. To the extent any calculations described in Sections 5.04(a) or 5.04(b) are required to be
made on a Test Date relating to an Advance, a merger permitted under Section 5.02(d), or a Transfer permitted under Section 5.02(e)(C),
such calculations shall be made on a pro forma basis after giving effect to such Advance, merger, Transfer or such other
event, as applicable. All such calculations shall be reasonably acceptable to the Administrative Agent.


 


Article
VI

EVENTS OF DEFAULT


 


Section
6.01.             Events of Default.
Any of the following shall constitute an event of default (“Events of Default”):


 


(a)          Failure
to Make Payments When Due. (i) The Borrower shall fail to pay any principal of any Advance when the same shall become due
and payable, (ii) the Borrower shall fail to pay any interest on any Advance within three Business Days after the same becomes
due and payable or (iii) or any Loan Party shall fail to make any other payment under any Loan Document within five Business Days
after the same becomes due and payable.


 


(b)          Breach
of Representations and Warranties. Any representation or warranty made by any Loan Party (or any of its officers or the officers
of its general partner or managing member, as applicable) under or in connection with any Loan Document shall prove to have been
incorrect in any material respect when made or deemed made; or


 


(c)          Breach
of Certain Covenants. (i) Any Loan Party shall fail to perform or observe any term, covenant or agreement contained in Section
2.14, 5.01(d), (e), (f), (i), (j), (n) (to the extent such failure would permit the lessor under the applicable Qualifying Ground
Lease or Operating Lease to terminate such lease), (u) or (v), 5.02, 5.03(a), (g), (k), (l), (m), or 5.04, or (ii) any Loan Party
shall fail to perform or observe any term, covenant or agreement contained in Section 5.03(b), (c), (e), (f), (i), (o), or (p)
if such failure described in this clause (ii) shall remain unremedied for 15 days after the earlier of the date on which (A) a
Responsible Officer becomes aware of such failure or (B) written notice thereof shall have been given to the Borrower by any Agent
or any Lender or (iii) any Grantor fails to perform or observe any term, covenant or agreement contained in the Pledge Agreement
to which it is a party; or


 


(d)          Other
Defaults under Loan Documents. Any Loan Party shall fail to perform or observe any other term, covenant or agreement (not
specified in subsection (a), (b) or (c) above) contained in any Loan Document on its part to be performed or observed if such
failure shall remain unremedied for 30 days after the earlier of the date on which (i) a Responsible Officer becomes aware of
such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or


 


(e)          Cross
Defaults. (i) Any Loan Party or any Subsidiary thereof shall fail to pay any principal of, premium or interest on or any other
amount payable in respect of any Material Debt when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise); or (ii) any other event shall occur or condition shall exist under any agreement
or instrument relating to any such Material Debt, if the effect of such event or condition is to permit the acceleration of the
maturity of such Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature; or (iii) the maturity
of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable or required to
be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer
to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity
thereof.


 






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(f)           Insolvency
Events. Any Loan Party or any Subsidiary thereof shall generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against any Loan Party or any Subsidiary thereof seeking to adjudicate it a bankrupt or insolvent (including
any Bail-In Action), or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition
of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry
of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently
contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the
actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any
Loan Party or any Subsidiary thereof shall take any corporate action to authorize any of the actions set forth above in this subsection
(f); provided, however, that, if any of the events or circumstances described in this subsection (f) occur or exist
with respect to a Subsidiary of the Borrower that is not a Loan Party (a “Debtor Subsidiary”), such
event(s) or circumstance(s) shall not constitute a Default or an Event of Default so long as (i) such Debtor Subsidiary has no
other Debt other than Non-Recourse Debt, (ii) such event(s) or circumstance(s) have not resulted in, and will not result in, any
material liability, either individually or in the aggregate, to the Parent, the Borrower or any of their Subsidiaries (exclusive
of the Debtor Subsidiary), and (iii) the total assets of such Debtor Subsidiary do not exceed $10,000,000 as of the date such
event(s) occur or such circumstance(s) first exist; and (iv) no court of competent jurisdiction has issued an order substantively
consolidating the assets and liabilities of such Debtor Subsidiary with those of any other Person; or


 


(g)          Monetary
Judgments. Any judgments or orders, either individually or in the aggregate, for the payment of money in excess of $10,000,000
shall be rendered against any Loan Party or any Subsidiary thereof and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however,
that any such judgment or order shall not give rise to an Event of Default under this Section 6.01(g) if and so long as (A) the
amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the respective
Loan Party or Subsidiary and the insurer covering full payment of such unsatisfied amount and (B) such insurer, which shall be
rated at least “A” by A.M. Best Company, has been notified, and has not disputed the claim made for payment, of the
amount of such judgment or order; or


 


(h)          Non-Monetary
Judgments. Any non-monetary judgment or order shall be rendered against any Loan Party or Subsidiary thereof that could
reasonably be expected to result in a Material Adverse Effect, and there shall be any period of 30 consecutive days during which
a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


 


(i)           Unenforceability
of Loan Documents. Any material provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(j)
shall for any reason (other than pursuant to the terms thereof) cease to be valid and binding on or enforceable against any Loan
Party which is party to it, or any such Loan Party shall so state in writing; or


 


(j)           Pledge
Agreement. The Pledge Agreement shall for any reason cease to create a valid and perfected first priority Lien (subject to
Permitted Equity Encumbrances) on the Collateral purported to be covered thereby; or


 






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(k)          Change
of Control. A Change of Control shall occur; or


 


(l)           ERISA
Events. (i) Any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence
of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which
an ERISA Event shall have occurred and then exist (or the liability of the Loan Parties and the ERISA Affiliates related to such
ERISA Event) exceeds $10,000,000, (ii) an ERISA Event occurs with respect to a Plan or Multiemployer Plan which has resulted or
could reasonably be expected to result in liability of any Loan Party or any of its Subsidiaries under Title IV of ERISA to the
Plan, Multiemployer Plan or the PBGC, which liability individually or in an aggregate would reasonably be expected to result in
a Material Adverse Effect, (iii) any Loan Party 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, which liability in the aggregate would reasonably be expected to result in a Material Adverse Effect, or (iii) any Loan
Party shall be or become a Benefit Plan; or


 


(m)         REIT
Status. The Borrower shall for any reason, fail to maintain its status as a REIT, after taking into account any cure provisions
set forth in the Code that are complied with by the Borrower.


 


Section
6.02.            Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent (i) shall at the request, or may with the consent,
of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender and the obligation of each Lender to
make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent,
of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under
this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Advances, all such interest and all
such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to any Loan Party under any Bankruptcy Law, (y) the Commitments of each Lender and the
obligation of each Lender to make Advances shall automatically be terminated and (z) the Advances, all such interest and all such
amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by the Loan Parties.


 


Section
6.03.           Application of Funds.
After the exercise of remedies provided for in Section 6.02 (or after the Advances have automatically become immediately due and
payable as set forth in the proviso to Section 6.02), any amounts received on account of the Obligations shall, subject to the
provisions of Section 9.10, be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.09, 2.10, 2.12, or 9.04(c)) payable
to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under
Sections 2.09, 2.10, 2.12, or 9.04(c)), ratably among them in proportion to the respective amounts described in this clause Second
payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations,
ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 






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Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Advances and Obligations then owing under Guaranteed
Hedge Agreements, ratably among the Lenders and the Hedge Banks in proportion to the respective amounts described in this clause
Fourth held by them; and


 


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


 


Notwithstanding the
foregoing, Obligations arising under Guaranteed Hedge Agreements shall be excluded from the application described above if the
Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative
Agent may request, from the applicable Hedge Bank. Each Hedge Bank not a party to the Credit Agreement that has given the notice
contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the
Administrative Agent pursuant to the terms of Article VIII hereof for itself and its Affiliates as if a “Lender” party
hereto.


 


Article
VII

GUARANTY


 


Section
7.01.            Guaranty; Limitation of Liability.
(a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment
when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation,
any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct
or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise, in each case exclusive of all Excluded Swap Obligations (such guaranteed Obligations being the “Guaranteed
Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel)
incurred by the Administrative Agent or any other Lender in enforcing any rights under this Agreement or any other Loan Document.
Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute
part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Loan Documents
but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.


 


(b)          Each
Guarantor, the Administrative Agent and each other Lender and, by its acceptance of the benefits of this Guaranty, each other
Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor
hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Voidable Transactions Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention,
the Guarantors, the Administrative Agent, the other Lenders and, by their acceptance of the benefits of this Guaranty, the other
Lenders hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the
maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer
or conveyance.


 


(c)          Each
Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender
under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts
to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect
of the Loan Documents.


 






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Section
7.02.            Guaranty Absolute.
Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement
and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Administrative Agent or any other Lender with respect thereto. The Obligations of each
Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other
Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought
and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower
or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability
of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:


 


(a)          any
lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;


 


(b)          any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other
Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent
to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from
the extension of additional credit to the Borrower, any other Loan Party or any of their Subsidiaries or otherwise;


 


(c)          any
taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to
departure from, any other guaranty, for all or any of the Guaranteed Obligations;


 


(d)          any
manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under
the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;


 


(e)          any
change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;


 


(f)           any
failure of the Administrative Agent or any other Lender to disclose to any Loan Party any information relating to the business,
condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter
known to the Administrative Agent or such other Lender (each Guarantor waiving any duty on the part of the Administrative Agent
and each other Lender to disclose such information);


 


(g)          the
failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other
guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or


 


(h)          any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation
by the Administrative Agent or any other Lender that might otherwise constitute a defense available to, or a discharge of, any
Loan Party or any other guarantor or surety.


 


This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan
Party or otherwise, all as though such payment had not been made.


 






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Section
7.03.           Waivers and Acknowledgments.
(a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment,
demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect
to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Lender protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any collateral.


 


(b)          Each
Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty
is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 


(c)          Each
Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an
election of remedies by the Administrative Agent or any other Lender that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other
rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any collateral
and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor
hereunder.


 


(d)          [Intentionally
Omitted].


 


(e)          Each
Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Lender to
disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Borrower, any other Loan Party or any of their Subsidiaries now or hereafter known
by the Administrative Agent or such other Lender.


 


(f)           Each
Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated
by this Agreement and the other Loan Documents and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly
made in contemplation of such benefits.


 


Section
7.04.            Subrogation.
Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such
Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate
in any claim or remedy of any Lender against the Borrower, any other Loan Party or any other insider guarantor or any collateral,
whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Borrower, any other Loan Party, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements
shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to
any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in
cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments
and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held
in trust for the benefit of the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith
be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender of all or
any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty
shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed
Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lenders will, at such Guarantor’s
request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation
or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment made by such Guarantor pursuant to this Guaranty.


 






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Section
7.05.            Guaranty Supplements.
Upon the execution and delivery by any Person of a Guaranty Supplement, (i) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Agreement to a “Guarantor”
or a “Loan Party” shall also mean and be a reference to such Additional Guarantor, and each reference in any other
Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference
herein to “this Agreement”, “this Guaranty”, “hereunder”, “hereof” or words of
like import referring to this Agreement and this Guaranty, and each reference in any other Loan Document to the “Loan Agreement”,
 “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Agreement and
this Guaranty, shall mean and be a reference to this Agreement and this Guaranty as supplemented by such Guaranty Supplement.


 


Section
7.06.            Indemnification by Guarantors.
(a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Lenders
under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless the Administrative Agent, the Arranger, each Lender and each Related Party of any
of the foregoing Persons (each, an “Indemnified Party”) from and against, and shall pay on demand, any
and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure
of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party
in accordance with their terms.


 


(b)          Each
Guarantor hereby also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort
or otherwise) to any of the Guarantors or any of their respective Affiliates or any of their respective officers, directors, employees,
agents and advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or
proposed use of the proceeds of the Advances, the Loan Documents or any of the transactions contemplated by the Loan Documents.


 


Section
7.07.            Subordination.
Each Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Guarantor by each
other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in
the manner hereinafter set forth in this Section 7.07.


 


(a)          Prohibited
Payments, Etc. Except during the continuance of a Default (including the commencement and continuation of any proceeding under
any Bankruptcy Law relating to any other Loan Party), each Guarantor may receive regularly scheduled payments or payments made
in the ordinary course of business from any other Loan Party on account of the Subordinated Obligations. After the occurrence
and during the continuance of any Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Loan Party), however, unless required pursuant to Section 7.07(d), no Guarantor shall demand, accept
or take any action to collect any payment on account of the Subordinated Obligations.


 


(b)          Prior
Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor
agrees that the Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest
and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed
claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated
Obligations.


 






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(c)           Turn-Over.
After the occurrence and during the continuance of any Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect,
enforce and receive payments on account of the Subordinated Obligations as trustee for the Lenders and deliver such payments to
the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary
endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor
under the other provisions of this Guaranty.


 


(d)          Administrative
Agent Authorization. After the occurrence and during the continuance of any Default (including the commencement and continuation
of any proceeding under any Bankruptcy Law relating to any other Loan Party), the Administrative Agent is authorized and empowered
(but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit
claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including
any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect
of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application
to the Guaranteed Obligations (including any and all Post Petition Interest).


 


Section
7.08.            Continuing Guaranty.
This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment
in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the termination in whole
of the Commitments and (iii) the latest date of expiration or termination of all Guaranteed Hedge Agreements, (b) be binding upon
the Guarantors, their successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and
the other Lenders and their successors, transferees and assigns.


 


Section
7.09.            Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations
in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under
this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each
Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations.
Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a
 “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.


 


Article
VIII

THE ADMINISTRATIVE AGENT


 


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


 






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


 


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


 


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


 


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


 


(c)          shall
not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, any credit
or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative
Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent herein;


 


(d)          shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall
be necessary, under the circumstances as provided in Sections 9.01 and 6.02) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing
to the Administrative Agent by the Borrower or a Lender; and


 


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


 






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


 


Section
8.05.            Indemnification by Lenders.
(a) Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower)
from and against such Lender’s ratable share (determined as provided below) of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any
action taken or omitted by the Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”);
provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence
or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of
the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs
and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the
extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation,
litigation or proceeding is brought by any Lender or any other Person.


 


(b)          [intentionally
omitted].


 


(c)          For
purposes of this Section 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according
to their respective Commitments at such time. The failure of any Lender to reimburse the Administrative Agent promptly upon demand
for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not
relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount,
but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s
ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement
and obligations of each Lender contained in this Section 8.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the other Loan Documents.


 


Section
8.06.             Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any
such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article VIII shall apply to any such sub agent and to the Related Parties of the Administrative
Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a
final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection
of such sub-agents.


 






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Section
8.07.            Resignation of Administrative Agent.



 


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


 


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


 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any
indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section
2.12(f) and (g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative
Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section 8.07). The fees payable by the Borrower to a successor Administrative Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring
or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of
this Article VIII and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent,
its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i)
while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal
for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect
of any actions taken in connection with transferring the agency to any successor Administrative Agent.


 






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Section
8.08.           Non-Reliance on the Administrative Agent, the
Arranger and the Other Lenders(a).
Each Lender expressly acknowledges that none of the Administrative Agent nor the Arranger has made any representation or warranty
to it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of
any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation
or warranty by the Administrative Agent or the Arranger to any Lender as to any matter, including whether the Administrative Agent
or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents
to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the
Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial
and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory
laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit
to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder
or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i)
the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding
commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or
holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the
purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim
in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make,
acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and
either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to
provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.


 


Section
8.09.            No Other Duties, Etc(a).
Anything herein to the contrary notwithstanding, neither the Bookrunner nor the Arranger listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent or a Lender hereunder.


 


Section
8.10.            Administrative Agent May File Proofs of
Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan 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 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Sections 2.08 and 9.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Lender 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 under Sections 2.08 and 9.04.


 






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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 Obligations or the rights of any Lender to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section
8.11.            Guaranty and Collateral Matters.
Without limiting the provisions of Section 8.10, each of the Lenders irrevocably authorize the Administrative Agent, at its option
and in its discretion,


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B)
obligations and liabilities under Guaranteed Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank
shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party,
or (iii) if approved, authorized or ratified in writing in accordance with Section 9.01; and


 


(b)          to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded
Subsidiary, in each case, as a result of a transaction permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
any item of Collateral or any Guarantor from its obligations under the Guaranty pursuant to this Section 8.11. In each case as
specified in this Section 8.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Pledge Agreement or to subordinate its interest in such item, or to release
such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this
Section 8.11.


 


The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


Section
8.12.            Guaranteed Hedge Agreements.
No Hedge Bank that obtains the benefits of Section 6.03, the Guaranty or any Collateral by virtue of the provisions hereof or
of the Guaranty or the Pledge Agreement shall have any right to notice of any action or to consent to, direct or object to any
action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment
of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan
Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Administrative Agent shall not be required
to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Guaranteed
Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting
documentation as the Administrative Agent may request, from the applicable Hedge Bank.


 






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Article
IX


MISCELLANEOUS


 


Section
9.01.             Amendments, Etc.
(a) Subject to Section 2.09(c) and the last paragraph of this Section 9.01, no amendment
or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by any Loan
Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or
such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the
applicable Loan Parties, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that


 


(i)           no
amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:


 


(A)         modify
the definition of Required Lenders or otherwise change the percentage vote of the Lenders required to take any action under this
Agreement or any other Loan Document or any other provision hereof specifying the number or percentage of Lenders required to
amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; provided
that such terms and provisions may be amended in connection with the establishment of any Incremental Term Loan Facility, with
the consent of the Administrative Agent and the Lenders providing commitments for such Incremental Term Loan Facility, so long
as such payments continue to be based on each Lender’s Pro Rata Share with respect to the Facilities in which it participates;


 


(B)          (i)
release the Borrower with respect to the Obligations or (ii) except to the extent expressly permitted under this Agreement, reduce
or limit the obligations of any Guarantor under Article VII or release any Guarantor or otherwise limit any Guarantor’s
liability with respect to the Guaranteed Obligations,


 


(C)          permit
the Loan Parties to encumber any of the Collateral or release all or substantially all of the Collateral in any transaction or
series of related transactions, except, in each case, as expressly permitted in the Loan Documents,


 


(D)         amend
this Section 9.01,


 


(E)          increase
the Commitments of the Lenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17),


 


(F)          forgive
or reduce the principal of, or interest on, the Obligations of the Loan Parties under the Loan Documents or any fees or other
amounts payable thereunder,


 


(G)          postpone
or extend any date fixed for any payment of principal of, or interest on, any of the Advances or any fees or other amounts payable
hereunder, or


 


(H)         extend
the Termination Date in respect of any Facility (except as provided by Section 2.16);


 


(I)           change
Section 2.13 or Section 6.03 in a manner that would alter the pro rata sharing of payments required thereby;


 


(ii)          only
the written consent of each Lender under the applicable Facility shall be required to the extent such amendment, waiver or consent
shall change the definition of “Required Revolving Lenders,” “Required Term Loan Lenders or “Required
Incremental Term Loan Lenders”;


 






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(iii)         only
the written consent of the Required Revolving Lenders shall be required to amend, waive or otherwise modify any of the conditions
precedent set forth in Section 3.02 with respect to any Borrowing under the Revolving Credit Facility; and


 


(iv)         only
the written consent of (i) the Required Term Loan Lenders shall be required to the extent such amendment, waiver or consent shall
impose any greater restriction on the ability of any Term Loan
Lender to assign any of its rights or obligations hereunder, (ii) the Required Incremental Term Loan
Lenders shall be required to the extent such amendment, waiver or consent shall impose any greater restriction on the
ability of any Incremental Term Loan
Lender to assign any of its rights or obligations hereunder, and (iii) the Required Revolving Lenders shall be required
to the extent such amendment, waiver or consent shall impose any greater restriction on the ability of any Revolving Lender to
assign any of its rights or obligations hereunder;


 


provided
further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this
Agreement or the other Loan Documents and (y) the Fee Letter may only be amended, and the rights
or privileges thereunder may only be waived, in a writing executed by each of the parties thereto.


 


Notwithstanding the
fact that the consent of all of 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 Advances, 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 the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.


 


Notwithstanding anything
to the contrary herein,


 


(i)           no
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent
of the applicable Lenders other than Defaulting Lenders), except that (i) the Commitment of any Defaulting Lender may not be increased
or extended or the maturity of any of its Advances may not be extended, the rate of interest on any of its Advances may not be
reduced and the principal amount of any of its Advances may not be forgiven, in each case, without the consent of such Defaulting
Lender and (ii) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that
by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of such
Defaulting Lender;


 


(ii)          the
Administrative Agent and the Borrower may, with the consent of the other (but without the consent of any Lender or other Loan
Party), amend, modify or supplement this Agreement and any other Loan Document (and such amendment, modification or supplement
shall become effective without any further action or consent of any other party to this Agreement);


 


(I)           if
the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other
defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the
Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity,
omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or
consent of any other party to this Agreement, or


 






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(II)          to
add a “Guarantor” in accordance with the applicable provisions of this Agreement and the other Loan Documents; and


 


(iii)         this
Agreement may be amended with the written consent of the Administrative Agent and the Borrower (i) to add one or more Incremental
Facilities to this Agreement subject to the limitations in Section 2.17 and to permit the extensions of credit and all related
obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated
to the existing Advances and Commitments hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations
and liabilities from time to time outstanding in respect of the existing Advances and Commitments hereunder, and (ii) in connection
with the foregoing, to permit, as deemed appropriate by the Administrative Agent, the Lenders providing such Incremental Facilities
to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage
or class of Lenders hereunder.


 


(b)          In
the event that the Borrower is entitled to replace a Lender pursuant to the provisions of Section 2.10(h), or if any Lender is
a Defaulting Lender or any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or
amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been
consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, at its sole expense
and effort, upon written demand to such Lender and the Administrative Agent, in the case of a Non-Consenting Lender, given within
30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent
Request Date”), to cause such Lender to assign, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 9.06), all of its interests, rights (other than its existing rights to payments
pursuant to Sections 2.10 and 2.12) and obligations under this Agreement and the related Loan Documents and obligations under
this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes,
if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval
not to be unreasonably withheld) (a “Replacement Lender”), provided that


 


(i)           the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.06(b);


 


(ii)          such
Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section
9.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts);


 


(iii)         in
the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant
to Section 2.12, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)         such
assignment does not conflict with Applicable Laws; and


 


(e)          in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


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


 






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Each party hereto
agrees that (a) an assignment required pursuant to this Section 9.01(b) may be effected pursuant to an Assignment and Acceptance
executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not
be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms
thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute
and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further
that any such documents shall be without recourse to or warranty by the parties thereto.


 


Notwithstanding anything
in this Section 9.01(b) to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder except
in accordance with the terms of Section 9.06.


 


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


 


(i)           if
to the Borrower or any other Loan Party or the Administrative Agent, to the address, facsimile number, electronic mail address
or telephone number specified for such Person on Schedule 9.02; and


 


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


 


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


 


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


 


Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided
that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours
of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next
business day for the recipient.


 






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(c)          THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. Although the Platform and its primary
web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative
Agent from time to time and the Platform is secured through a single-user-per-deal authorization method whereby each user may
access the Platform only on a deal-by-deal basis, each of the Lenders and each Loan Party acknowledges and agrees that the distribution
of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated
with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other
consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders and each Loan
Party hereby approves distribution of communications through the Platform and understands and assumes the risks of such distribution.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”)
have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Borrower's, any Loan Party's or the Administrative Agent’s
transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service,
or through the Internet.


 


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


 


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


 


Section
9.03.            No Waiver; Remedies.
No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.


 






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Section
9.04.           Costs and Expenses; Indemnification.
(a) Each Loan Party agrees jointly and severally to pay on demand (i) all reasonable out-of-pocket costs and expenses of
the Administrative Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification
and amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation,
computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses, (B) the reasonable
fees and expenses of counsel for the Administrative Agent with respect thereto (including, without limitation, with respect to
reviewing and advising on any matters required to be completed by the Loan Parties on a post-closing basis), with respect to advising
the Administrative Agent or the Arranger as to their rights and responsibilities, or the perfection, protection or preservation
of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of
any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default
and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar
proceeding involving creditors’ rights generally and any proceeding ancillary thereto and (C) the reasonable fees and expenses
of counsel for the Administrative Agent with respect to the preparation, execution, delivery and review of any documents and instruments
at any time delivered pursuant to any of the Loan Documents, and (ii) all reasonable out-of-pocket costs and expenses of the Administrative
Agent, the Arranger and each Lender in connection with any work-out or the enforcement (whether through negotiations, legal proceedings
or otherwise) of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar
proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel
for the Administrative Agent and each Lender with respect thereto).


 


(b)          Each
Loan Party agrees to indemnify, defend and save and hold harmless each Indemnified Party from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection
with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation
of a defense in connection therewith) (i) the Facilities, the actual or proposed use of the proceeds of the Advances, the Loan
Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any
property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any
of its Subsidiaries, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY
OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY, except to the extent such claim, damage, loss, liability or expense is found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s
gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity
in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding
is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified
Party is otherwise a party thereto and whether or not the transactions contemplated by the Loan Documents are consummated. Each
Loan Party also agrees not to assert any claim against the Administrative Agent, any Lender or any of their Affiliates, or any
of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential
or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the
Advances, the Loan Documents or any of the transactions contemplated by the Loan Documents.


 


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


 


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


 






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


 


(iii)         any
assignment of a Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to any provision hereof;


 


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


 


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


 


(d)          If
any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative
Agent or any Lender, in its sole discretion.


 


(e)          Without
prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements
and obligations of the Borrower and the other Loan Parties contained in Sections 2.09, 2.10 and 2.12, Section 7.06 and this Section
9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other
Loan Documents.


 


Section
9.05.            Right of Set-off.
Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of
the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, the Administrative Agent and each Lender and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative
Agent, such Lender or such Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document
against any and all of the Obligations of the Borrower or such other party now or hereafter existing under the Loan Documents,
irrespective of whether the Administrative Agent or such Lender shall have made any demand under this Agreement or any Note or
Notes and although such obligations may be unmatured; provided, however, that in the event that any Defaulting Lender shall exercise
any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 9.10 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the
Defaulting Lender shall promptly provide to the Administrative Agent a written notice describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The Administrative Agent and each Lender agrees
promptly to notify the Borrower or such other party after any such set-off and application; provided, however,
that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative
Agent and each Lender and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) that the Administrative Agent, such Lender and their respective Affiliates may
have. 


 






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Section
9.06.              Successors and Assigns.


 


(a)         Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee
in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions
of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 9.06
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)         Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it); provided that (in each
case with respect to any Facility) any such assignment shall be subject to the following conditions:


 


(i)          Minimum
Amounts.


 


(A)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or
the Advances at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved
Funds (determined after giving effect to such Assignments) that equal at least the amount specified in clause (b)(i)(B) of this
Section 9.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and


 


(B)        in
any case not described in clause (b)(i)(A) of this Section 9.06, the aggregate amount of the Commitment (which for this purpose
includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Advances of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Acceptance, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving
Credit Facility, or $1,000.000, in the case of any assignment in respect of the Term Loan
Facility unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, except that this clause (ii)
shall not apply to prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities
on a non-pro rata basis


 


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


 


(A)        the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
and


 






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(B)        the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
to a Person that is not a Lender in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect
to such Lender.


 


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


 


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


 


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


 


(vii)      Subject
to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 9.06, from and after the
effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to
the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to
be entitled to the benefits of Sections 2.10, 2.12, 8.05 and 9.04 with respect to facts and circumstances occurring prior to the
effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment
by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause
(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with clause (d) of this Section 9.06.


 


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



 






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(d)         Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.05 without regard to the existence
of any participation.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 9.01 that affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.10, 2.12 and 9.04 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to clause (b) of this Section 9.06 (it being understood that the documentation required
under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to clause (b) of this Section 9.06; provided that such Participant (A) agrees
to be subject to the provisions of Sections 2.10(g) and (h) and 9.01(b) as if it were an assignee under clause (b) of this Section
9.06 and (B) shall not be entitled to receive any greater payment under Sections 2.10 or 2.12, with respect to any participation,
than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such
entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts
to cooperate with the Borrower to effectuate the provisions of Sections 2.10(g) and (h) with respect to any Participant. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.05 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in
the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 


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



 






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Section
9.07.             Electronic Execution of Assignments
and Certain Other Documents. The words “execute,”
 “execution,” “signed,” “signature,” and words of like import in or related to any document
to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Acceptances, amendments or other modifications, Notices of Borrowing, waivers and consents) shall be deemed to include electronic
signaturesElectronic
Signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding
anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic
signaturesElectronic
Signatures in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it;
provided further that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept
such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or
on behalf of any other party hereto without further verification and (b) upon the reasonable request of the Administrative Agent,
any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed
counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings
assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


Section
9.08.             Execution in Counterparts; Effectiveness.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement. Except as provided in Section 3.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. 


 


Section
9.09.              Integration.
This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Without
limiting the foregoing: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


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


 


(i)           such
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in the definitions of Required Lenders, Required Revolving Lenders, Required Term Loan Lenders and
Required Incremental Term Loan Lenders.


 






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(ii)          any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, as the Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;
third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro
rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this
Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower
as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of
the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and
(y) such Advances were made at a time when the conditions set forth in Section 3.01 and 3.02, as applicable, were satisfied (or
waived in writing), such payment shall be applied solely to pay the Advances of all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any of the Advances of such Defaulting Lender until such time as all Advances are held
by the Lenders pro rata in accordance with the Commitments under the applicable Facility. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this
Section 9.10(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)          No
Defaulting Lender shall be entitled to receive any Unused Fee for any period during which that Lender is a Defaulting Lender (and
the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting
Lender).


 


(b)         If
the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other
Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances to be held
pro rata by the Lenders in accordance with their Pro Rata Share of the Commitments under the applicable Facility, whereupon such
Lender will cease to be a Defaulting Lender; provided, however, that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided
further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been
a Defaulting Lender.


 


(c)         [intentionally
omitted].


 


(d)         [intentionally
omitted].


 


(e)         The
Borrower may terminate the Unused Revolving Credit Commitment of any Lender that is a Defaulting Lender upon not less than five
Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event
the provisions of Section 9.10(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting
Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that
(i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or
release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.


 






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Section
9.11.             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 Affiliates, its auditors and its Related Parties (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to
keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction
over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section 9.11, to (i) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or
any Eligible Assignee invited to be a Lender pursuant to Section 2.17 or (ii) any actual or prospective party (or its Related
Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its
obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating
the Parent or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency
in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect
to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section 9.11, (y) becomes available to the Administrative Agent,
any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party or (z) is independently
discovered or developed by a party hereto without utilizing any Information received from a Loan Party or violating the terms
of this Section 9.11. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information
about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the
Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the
Commitments.


 


For purposes of this
Section 9.11, “Information” means all information received from the Parent or any Subsidiary relating
to the Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Parent or any Subsidiary, provided that,
in the case of information received from the Parent or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section 9.11 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.


 


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


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system
(the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Parent or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available
to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
 “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Parent or its securities for purposes of United
States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 9.11); (y) all Borrower Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative
Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information.”



 






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Section
9.12.              Certain ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender, and (y) covenants, from the date
such Person became a Lender to the date such Person ceases being a Lender, for the benefit of the Administrative Agent, and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances,
the Commitments or this Agreement,


 


(ii)          the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Obligations of such Lender in respect of the Advances, the Commitments
and this Agreement, or


 


(iii)             
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender
to enter into, participate in, administer and perform the Obligations of such Lender in respect of the Advances, the Commitments
and this Agreement, (C) the entrance into, participation in, administration of and performance of the Obligations of such Lender
in respect of the Advances, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part
I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied
with respect to such Lender’s entrance into, participation in, administration of and performance of the Obligations of such
Lender in respect of the Advances, the Commitments and this Agreement.


 


(b)         In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender, such Lender further
(x) represents and warrants, as of the date such Person became a Lender, and (y) covenants, from the date such Person became a
Lender to the date such Person ceases being a Lender, for the benefit of the Administrative Agent, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with
respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Advances, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by
the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


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



 






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Section
9.14.             Jurisdiction, Etc.
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or Federal court of the United States of America sitting in City, County and State of
New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or
any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts
of any jurisdiction.


 


(b)         Each
of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


Section
9.15.              Governing Law.
This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the State of New York.


 


Section
9.16.             WAIVER OF JURY TRIAL.
EACH OF THE BORROWER, THE OTHER LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY
OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.


 


Section
9.17.             Acknowledgment and Consent to Bail-In
of EEAAffected
Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEAAffected
Financial Institution arising under
any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an
EEAthe
Applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 






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


 


(ii)          a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or


 


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


 


Section
9.18.              Acknowledgement Regarding Any
Supported QFCs. To the extent that the Loan Documents
provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such
support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the
parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under
the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States):


 


(a)         In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of
the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.


 


(b)         As
used in this Section 9.18, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 






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“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


[Signature pages immediately follow]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers or representatives thereunto duly authorized,
as of the date first above written.


 


[Signature
Page to Credit Agreement - Summit JV Credit Agreement]